SEC Filing | FirstCash, Inc.

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As filed with the Securities and Exchange Commission on December 5, 1997

Registration No. 33-86052
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------

FIRST CASH, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 5932 75-2237-318
-------- ---- -----------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)

690 E. Lamar Blvd., Suite 400 Copy to: Phillip E. Powell
Arlington, Texas 76011 Thomas C. Pritchard, Esq. 690 E. Lamar Blvd.,
(817) 460-3947 Brewer & Pritchard, P.C. Suite 400
(Address, including zip 1111 Bagby, 24th Floor Arlington, Texas 76011
code, and telephone number, Houston, Texas 77002 (Name, address, including
including area code, Phone (713) 659-1744 zip code, phone number,
of registrant's Fax (713) 659-5302 including area code,
principal executive offices) of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. x
---

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering.
---

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
---

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
---
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
---

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

FIRST CASH, INC.

Cross-Reference Sheet
Pursuant to Rule 404(a) of Regulation C and Item 501(b)
of Regulation S-K under the Securities Act of 1933

Item Number and Caption Heading In Prospectus
---------------------------------------------

1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus

2. Inside Front and Outside Back
Cover Pages of Prospectus Inside Front Cover Page of
Prospectus

3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed Charges Prospectus Summary; Investment
Considerations

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Outside Front Cover Page of
Prospectus

6. Dilution *

7. Selling Security Holders Plan of Distribution and Selling
Stockholders

8. Plan of Distribution and Plan of Distribution and Selling
Selling Stockholders Stockholders

9. Description of the Securities
to be Registered Description of Capital Stock

10. Interests of Named Experts and
Counsel Legal Matters; Experts

11. Information with Respect to
the Registrant Recent Developments; The Company;
Business; Management; Description
of Capital Stock; Principal
Stockholders; Price Range of
Common Stock; Dividend
Policy; Selected Financial
Information; Capitalization; and
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations

12. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities *
- -----------------
(*) Not applicable.

FIRST CASH, INC.
------------------

ISSUANCE OF 2,593,179 SHARES OF COMMON STOCK
------------------

This Prospectus relates to the issuance by First Cash, Inc. ("Company")
of an aggregate of (i) 1,013,000 shares of Common Stock underlying currently
exercisable warrants ("Warrants"), (ii) 178,125 shares of Common Stock
underlying currently exercisable options granted under the Company's stock
option plan ("Options"), and (iii) 1,402,054 shares of Common Stock upon
conversion of the Debentures Due 1999 and Debentures Due 2004 (collectively,
"Convertible Debentures"). See "Description of Capital Stock" and "Plan of
Distribution and Selling Stockholders." The Company will receive the exercise
price upon the exercise of the Warrants and Options, but will not receive any
proceeds upon the conversion of the Convertible Debentures. See "Use of
Proceeds." The Common Stock of the Company is traded on the Nasdaq Stock
Market under the symbol "PAWN." On December 3, 1997, the last sale price of
the Common Stock as reported on the Nasdaq Stock Market was $8.13 per share.
See "Price Range of Common Stock."

See "Investment Considerations" starting of page 5 for a discussion of
certain factors that should be considered by prospective purchasers of the
Common Stock offered hereby.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Number Price Total Discounts Proceeds
Of Per Amount and to the
Shares Share Offered Commissions(1) Company(2)
- ------------------------------------------------------------------------------

Shares Underlying
Warrants 1,013,000 (3) $4,092,625 - $4,092,625
Shares Underlying
Options 178,125 (4) 823,828 - 823,828
Shares Underlying
Convertible Debentures 1,402,054 (5) - - -
- ------------------------------------------------------------------------------
Total 2,593,179 - $4,916,453 - $4,916,453
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- ------------------------------------------------------------------------------

(1) The Company will not pay any brokerage commissions or other direct or
indirect selling compensation in connection with this offering.
(2) Before deducting the cash expenses of this offering, estimated to be
$18,500.
(3) Of the 1,013,000 shares of Common Stock underlying the Warrants, a total
of (i) 948,000 shares are exercisable at $4.00 per share, and (ii) 65,000
shares are exercisable at $4.625 per share.
(4) The 178,125 shares of Common Stock underlying the options are exercisable
at $4.625 per share.
(5) Of the 1,402,054 shares of Common Stock underlying the Convertible
Debentures, a total of (i) 1,302,054 shares are convertible at a price of
$4.625 per share, and (ii) 100,000 shares are convertible at a price of $5.00
per share.

The date of this Prospectus is December 5, 1997

TABLE OF CONTENTS
-----------------

Page Page
---- ----

Available Information 1 Business 15
Prospectus Summary 2 Management 25
The Company 4 Principal Stockholders 29
Investment Considerations 5 Description of Capital Stock 30
Use of Proceeds 8 Plan of Distribution and
Price Range of Common Stock 8 Selling Stockholders 34
Dividend Policy 8 Legal Matters 37
Capitalization 9 Experts 37
Selected Financial Information 10 Index to the Consolidated
Management's Discussion and Financial Statements F-1
Analysis of Financial
Condition and Results
of Operations 11

No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to purchase,
any securities other than the securities to which it relates or an offer to or a
solicitation of any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an implication that
there has been no change in the affairs of the Company since the date hereof or
that the information contained herein is correct as of any time subsequent to
the date hereof.

AVAILABLE INFORMATION
---------------------

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act"), and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Such reports, proxy statements and other information
are available for inspection and copying at the Public Reference Room of the
SEC, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at the
Regional Offices of the SEC located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and at 7 World Trade Center, New York, New York 10048.
Copies of such material may be obtained from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

The Company has filed with the SEC in Washington, D.C. a Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the securities offered
by this Prospectus. Certain of the information contained in the Registration
Statement is omitted from this Prospectus, and reference is hereby made to the
Registration Statement and exhibits and schedules relating thereto for further
information with respect to the Company and the securities offered by this
Prospectus. Statements contained herein concerning the provisions of any
document are not necessarily complete and in each instance reference is made to
the copy of the document filed as an exhibit or schedule to the Registration
Statement. Each such statement is qualified in its entirety by this reference.
The Registration Statement and the exhibits and schedules thereto are available
for inspection at, and copies of such materials may be obtained upon payment of
the fees prescribed therefor by the rules and regulations of the SEC, from the
SEC, Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The SEC maintains a Web Site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC and the address of the site is
http://www.sec.gov.

PROSPECTUS SUMMARY
------------------

The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this Prospectus.

The Company

First Cash, Inc. (the "Company") is the third largest publicly traded
pawnshop operator in the United States and currently owns and/or operates 71
stores in Texas, Oklahoma, Washington, D.C. and Maryland. The Company engages
in both consumer finance and retail sales activities. The Company provides a
convenient source for consumer loans, lending money against pledged tangible
personal property such as jewelry, electronic equipment, tools, firearms,
sporting goods and musical equipment. The Company also functions as a retailer
of previously-owned merchandise acquired in forfeited pawn transactions and
over-the-counter purchases from customers, as well as new merchandise acquired
in close-out purchases. For the fiscal year ended July 31, 1997, the Company's
revenues were derived 66% from retail activities, 33% from lending activities,
and 1% from other income, including management fee revenue. The Company provides
its customer base timely and convenient access to short-term credit not
generally available from commercial banks, finance companies or other financial
institutions.

In addition to operating its own stores, the Company also receives
management fees for managing pawnshops owned by third parties. As of July 31,
1997, the Company managed seven such stores. These third parties own and
provide 100% of the financing for the pawnshops, and incur all direct costs to
operate the pawnshops, including but not limited to payroll, store operating
expenses, cost of inventory, and pawn loans. The Company receives a monthly
management fee for each store managed, and provides computer support,
accounting, auditing, oversight and management of these stores.

Management believes the pawnshop industry is highly fragmented with
approximately 15,000 stores in the United States and is in the early stages of
achieving greater efficiencies through consolidation. The four publicly traded
pawnshop companies operate less than 5% of the total pawnshops in the United
States. Management believes significant economies of scale, increased operating
efficiencies, and revenue growth are achievable by increasing the number of
stores under operation and introducing modern merchandising techniques, point
of-sale systems, improved inventory management and store remodeling. The
Company's objectives are to increase consumer loans and retail sales through
selected acquisitions and new store openings and to enhance operating
efficiencies and productivity. During fiscal 1997, 1996 and 1995, the Company
added 7, 7 and 7 stores to its network, respectively, net of stores
consolidated.

Registration of Issuance of Shares of Common Stock
--------------------------------------------------

Common Stock outstanding on the date
of this Prospectus................................. 4,465,792 (1)
Common Stock issued upon exercise of Options,
The issuance of which is being registered hereby... 178,125
Common Stock issued upon exercise of Warrants, the
issuance of which is being registered hereby....... 1,013,000
Common Stock issued upon exercise of Convertible
Debentures, the issuance of which is being
registered hereby.................................. 1,402,054
Use of proceeds...................................... Reduction of
outstanding
Credit Facility
and working
capital. See
" Use of Proceeds."
Nasdaq Symbol........................................ PAWN

(1) Does not include (i) 200,375 shares issuable upon exercise of outstanding
options, of which the issuance of 178,125 shares of Common Stock underlying the
Options is being registered hereby, (ii) 2,921,250 shares issuable upon exercise
of outstanding warrants, of which the issuance of 1,013,000 shares of Common
Stock underlying the Warrants is being registered hereby, and (iii) 1,402,054
shares issuable upon conversion of the Convertible Debentures. See "Management
-Stock Options and Warrants," "- Certain Transactions," "Description of Capital
Stock - Convertible Debentures," and "- Other Warrants."

Summary Financial Information
(in thousands, except per share and store data)

Year Ended July 31,
-------------------
1997 1996 1995
---- ---- ----

Income Statement Data:
Total revenues................................ $ 49,431 $ 38,023 $ 32,184
Cost of goods sold and expenses............... 45,800 35,666 30,492
-------- -------- --------
Income before income taxes.................... 3,631 2,357 1,692
Provision for income taxes.................... 1,337 917 592
-------- -------- --------
Net income.................................... $ 2,294 $ 1,440 $ 1,100
======== ======== ========
Primary earnings per share.................... $ .52 $ .39 $ .30
Fully diluted earnings per share.............. $ .47 $ .38 $ .30
Operating Data:
Stores in operation:
Beginning of period......................... 50 43 36
Acquired.................................... 7 7 5
Opened...................................... - 1 2
Consolidated................................ - (1) -
-------- -------- --------
End of period............................... 57 50 43
======== ======== ========
Pawn loans.................................... $ 12,877 $ 11,701 $ 9,158
Average loan balance per store (1)............ $ 226 $ 234 $ 213
Redemption rate (2)........................... 72% 70% 71%
Average inventory per store (1)............... $ 176 $ 175 $ 178
Annualized inventory turnover................. 2.4x 2.1x 2.0x
Gross profit percentage on merchandise sales.. 31.0% 32.7% 34.1%

July 31, 1997
-------------
Balance Sheet Data: Actual As Adjusted(3)(4)(5)
------ -----------

Working capital............................... $ 23,616 $ 28,532
Total assets.................................. 56,677 61,593
Long-term liabilities......................... 26,892 20,370
Total liabilities............................. 30,398 23,876
Stockholders' equity.......................... 26,279 37,717

- ----------------
(1) Calculated as loans or inventory, as appropriate, at the end of the period
divided by locations in operation at the end of the period.
(2) The redemption rate represents the percentage of loans made, including loan
renewals, with respect to which the customer either paid the outstanding
principal and accrued interest or renewed by paying all outstanding accrued
interest.
(3) Assumes issuance of (i) 178,125 shares issuable upon exercise of Options,
(ii) 1,013,000 shares issuable upon exercise of the Warrants, and (iii)
1,402,054 shares issuable upon conversion of the Convertible Debentures; the
issuance of all these shares is being registered under the Securities Act.
(4) Includes the exercise of 5,000 warrants to purchase Common Stock at $4.00
per share and 375 options to purchase Common Stock at $4.625 per share, which
were exercised during the quarter ended October 31, 1997.
(5) Does not include 1,908,250 shares issuable upon exercise of outstanding
warrants and 22,250 shares issuable upon exercise of outstanding options, of
which the issuance is not being registered under the Securities Act.

THE COMPANY
-----------

The Company is the third largest publicly traded pawnshop operator in the
United States and currently owns and/or operates 71 stores in Texas, Oklahoma,
Washington, D.C. and Maryland. The Company engages in both consumer finance and
retail sales activities. The Company provides a convenient source for consumer
loans, lending money against pledged tangible personal property such as jewelry,
electronic equipment, tools, firearms, sporting goods and musical equipment.
The Company also functions as a retailer of previously-owned merchandise
acquired in forfeited pawn transactions and over-the-counter purchases from
customers, as well as new merchandise acquired in close-out purchases. For the
fiscal year ended July 31, 1997, the Company's revenues were derived 66% from
retail activities, 33% from lending activities, and 1% from other income,
including management fee revenue. The Company provides its customer base timely
and convenient access to short-term credit not generally available from
commercial banks, finance companies or other financial institutions.

The Company commenced operations in July 1988 with the acquisition of two
stores. The Company added two stores in each of the three following fiscal
years, 15 stores in fiscal 1992, three stores in fiscal 1993, 10 in fiscal 1994,
seven in fiscal 1995, seven in fiscal 1996 and seven in fiscal 1997. During
fiscal 1994, the Company consolidated one store in the Dallas/Fort Worth
metropolitan area with an existing store, in December 1993 the Company sold one
store in the Dallas/Fort Worth metropolitan area, and in September 1995 the
Company consolidated one store in the Mid-Atlantic area. Of the 71 stores
currently operated by the Company, 56 were acquired and 15 were start-ups by the
Company. The Company continues to study possible acquisitions and to make
contact with possible acquisition candidates.

It is the Company's experience that after a suitable location has been
identified and a lease and licenses are obtained, a new store can be ready for
business within six weeks. The investment required to open a store includes
inventory, funds available for pawn loans, store fixtures, security systems, a
link to the Company's centralized computer system. Although the total
investment varies and is difficult to predict for each new store, it has been
the Company's experience that between $200,000 and $300,000 is required to
finance new stores for the first six months of operation. Before making an
acquisition, management studies a demographic analysis of the surrounding area,
considers the number and size of competing pawnshops, and researches local
regulatory issues. Specific store acquisition criteria include an evaluation of
the volume of annual loan transactions, outstanding loan balances, historical
redemption rates, the quality and quantity of inventory on hand, management
expertise, and condition of the facility, including lease terms.

The Company was formed as a Texas corporation in July 1988 and in April
1991 the Company reincorporated as a Delaware corporation. Except as otherwise
indicated, the term "Company" includes its wholly owned subsidiaries, American
Loan & Jewelry, Inc. and Famous Pawn, Inc. The Company's principal executive
offices are located at 690 E. Lamar Blvd, Suite 400, Arlington, Texas 76011, and
its telephone number is (817)460-3947.

INVESTMENT CONSIDERATIONS
-------------------------

In addition to the other information contained in this Prospectus, the
following factors should be carefully considered in evaluating the Company and
its business before purchasing shares of the Common Stock offered hereby.

Recent Developments; Risk of Leverage
- -------------------------------------

As a result of the recent issuances of the Convertible Debentures,
acquisition related debt and increases in the Company's Credit Facility, the
Company's debt service requirements have been substantially increased over
historical levels. Although the Company anticipates that existing cash flows
and additional cash flows from the acquisitions partially funded by such
indebtedness will be sufficient to support current levels of Company debt, debt
service requirements will affect the profitability of the Company and may impair
its ability to raise additional capital for further acquisitions or for capital
investment in existing operations.

At July 31, 1997, the Company had $26,892,000 of long-term liabilities, of
which $24,832,000 represented long-term debt. The Company has incurred and will
continue to incur interest expense on such indebtedness. Although interest
rates have decreased over the last twelve months, interest rates may increase in
the future. As interest rates increase, management's strategy to fund
acquisitions through debt becomes more costly and may have an adverse impact on
the Company's operations. Failure to make payments when due will result in
default under and possible acceleration of one or more of the Company's debt
instruments. Management believes that the net cash flows generated from
operations will provide the Company with sufficient resources to meet the
Company's present and foreseeable liquidity and capital needs, including those
arising from debt obligations. However, in the event the Company's cash flow so
generated is insufficient for these purposes, the Company may be required to
raise additional capital. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources".

Expansion of Business
- ---------------------

Since its inception, the Company has engaged in a series of acquisitions
and, to a lesser degree, new store openings in order to expand its business.
The Company's strategy for the near future is to emphasize expansion through
both acquisition of existing stores, which enables the Company to realize
increases in revenues and economies of scale more quickly, and opening new
stores where demographics are favorable and competition is limited. The Company
has not established definite plans to open a set number of stores or to acquire
a set number of stores during the next 12-month period. While the Company
continually looks for, and is presented with, potential acquisition candidates,
the Company has no definitive plans or commitments for further acquisitions and
is not currently negotiating any acquisitions. The Company has no immediate
plans to open any other new stores. To a significant extent, the Company's
future success is dependent upon its ability to continue to engage in successful
acquisitions and new site selections. Potential risks associated with such a
strategy are as follows:

Management of Growth
- --------------------

The success of the Company's growth strategy is dependent, in part, upon
the ability to maintain adequate financial controls and reporting systems, to
assimilate acquisition management into the Company's management structure, to
manage a larger operation, and to obtain additional capital upon favorable
terms. On average, a new store becomes profitable, on a basis in accordance
with generally accepted accounting principles, approximately six months after
establishment. Typically, acquired stores are profitable upon acquisition.
There can be no assurance that the Company will be able to successfully finance
acquisitions or manage a larger operation. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business -
Business Strategy."

Availability of Attractive Acquisitions
- ---------------------------------------

The Company competes for acquisitions with other publicly held pawnshop
companies, some of which have greater financial resources than the Company.
This competition could limit the availability of acquisition candidates and
increase the cost of acquisitions. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."

Statutory Requirements
- ----------------------

The Company's ability to open new stores in Texas counties having a
population of more than 250,000 may be adversely affected by a law which
requires a finding of public need and probable profitability by the Texas
Consumer Credit Commissioner as a condition to the issuance or activation of any
new pawnshop license. In addition, some counties in Maryland in which the
Company currently operates have enacted moratoriums on new pawn licenses, which
may adversely affect the Company's ability to expand its operations in those
counties. Also, the present statutory and regulatory environment of some states
renders expansion into those states impractical. For example, certain states
require public sale of forfeited collateral or do not permit service charges
sufficient to make pawnshop operations profitable.

Access to Capital
- -----------------

The Company's need for expansion capital and its ability to obtain secured
financing is complicated by the requirement in some states that it maintain a
minimum amount of certain unencumbered net assets (currently $150,000 in Texas
and $25,000 in Oklahoma) for each pawnshop location. The ability of the Company
to continue to expand through acquisitions and new store openings is limited by
access to capital.

Availability of Qualified Store Management Personnel
- ----------------------------------------------------

The Company's ability to expand may also be limited by the availability of
qualified store management personnel. While the Company seeks to train existing
qualified personnel for management positions and to create attractive
compensation packages to retain existing management personnel, there can be no
assurance that sufficient qualified personnel will be available to satisfy the
Company's needs with respect to its planned expansion.

Dependence on Key Personnel
- ---------------------------

The success of the Company is dependent upon, among other things, the
services of Phillip E. Powell, chief executive officer. The Company has entered
into an employment agreement with Mr. Powell. The loss of the services of Mr.
Powell could have a material adverse effect on the Company. As of the date of
this Prospectus, the Company has not obtained a "key-man" life insurance policy
on Mr. Powell. See "Management - Employment Agreements."
Governmental Regulation
- -----------------------

The Company's pawnshop operations are subject to, and must comply with,
extensive regulation, supervision and licensing under various federal, state and
local statutes, ordinances and regulations. These statutes prescribe, among
other things, service charges a pawnshop may charge for lending money and the
rules of conduct that govern an entity's ability to maintain a pawnshop license.
With respect to firearm and ammunition sales, a pawnshop must comply with the
regulations promulgated by the Federal Bureau of Alcohol, Tobacco and Firearms,
a division of the Department of the Treasury ("ATF"). State regulatory agencies
have broad, discretionary authority to refuse to grant a license or to suspend
or revoke any or all existing licenses of licensees under common control if it
is determined that any such licensee has violated any law or regulation or that
the management of any such licensee is not suitable to operate pawnshops. In
addition, there can be no assurance that additional state or federal statutes or
regulations will not be enacted at some future date which could inhibit the
ability of the Company to expand, significantly decrease the service charges for
lending money, or prohibit or more stringently regulate the sale of certain
goods, such as firearms, any of which could significantly adversely affect the
Company's prospects. See "Business-Regulation."

Competition
- -----------

The Company encounters significant competition in connection with the
operation of its business. In connection with lending operations, the Company
competes with other pawnshops (owned by individuals and by large operators) and
certain financial institutions, such as consumer finance companies, which
generally lend on an unsecured as well as on a secured basis. The Company's
competitors in connection with its retail sales include numerous retail and
discount stores. Many competitors have greater financial resources than the
Company. These competitive conditions may adversely affect the Company's
revenues, profitability and ability to expand. See "Business - Competition."

Risks Related to Firearm Sales
- ------------------------------

The Company regularly engages in sales of firearms, leaving it open to the
risk of lawsuits from persons who may claim injury as a result of an improper
sale. No such claims have been asserted against the Company as of the date
hereof. The Company does not maintain insurance covering potential risks
related to the sale of firearms. While there is federal and state gun control
legislation under consideration, management does not believe such legislation
will have a material adverse effect upon the Company's business.

Risks Related to Rightful Owner Claims
- --------------------------------------

In connection with pawnshops operated by the Company, there is the risk
that acquired merchandise may be subject to claims of rightful owners.
Historically, the Company has not found these claims to have a material adverse
effect on results of operations, and, accordingly, the Company does not maintain
insurance to cover the costs of returning merchandise to its rightful owners.
The Company requires each customer obtaining a loan to provide appropriate
identification.

Shares Reserved for Issuance
- ----------------------------

The Company has 4,523,679 shares of Common Stock reserved for issuance upon
the exercise of the Options, Warrants, other outstanding warrants, and
conversion of the Convertible Debentures, with exercise and conversion prices
varying from $4.00 to $15.00 per share, and with varying exercise periods
extending to June 1, 2004. The Company is registering under the Securities Act
the issuance of an aggregate of 2,593,179 of these shares of Common Stock. The
exercise, as well as the conversion, of these securities, could have a dilutive
effect and could adversely affect the prevailing market price of the Common
Stock. See "Management - Stock Options and Warrants," "- Certain Transactions,"
"Description of Capital Stock - Convertible Debentures," and "- Other Warrants."

USE OF PROCEEDS
---------------

In the event that shares of Common Stock, the issuance of which are being
registered under the Securities Act hereunder, are issued upon exercise of all
of the Warrants and Options described herein, the Company will receive as gross
proceeds a maximum of $4,916,453, prior to deducting estimated expenses incurred
by the Company in the amount of approximately $18,500. The Company will use any
such proceeds for general working capital. As there are no commitments from the
holders of the Warrants or Options to so exercise such securities and purchase
Common Stock, there can be no assurance that any such Options or Warrants will
be exercised. The Company will not receive any cash proceeds upon any
conversion of the Convertible Debentures into Common Stock. However, such
conversion would result in the discharge of up to $6,522,000 in long-term
indebtedness bearing interest at rates ranging from 7% to 10% per annum. The
Company will not pay any brokerage fees in connection with the offering. See
"Plan of Distribution and Selling Stockholders."

PRICE RANGE OF COMMON STOCK
---------------------------

The Company's Common Stock is traded in the over-the-counter market and is
quoted on the Nasdaq Stock Market under the symbol "PAWN". The following table
sets forth the quarterly high and low last sales prices per share for the Common
Stock, as reported by the Nasdaq Stock Market.

Common Stock
Price Range
-----------
High Low
---- ---

1996
First Quarter.................. $ 4.63 $ 3.13
Second Quarter................. 4.25 3.63
Third Quarter.................. 6.25 3.63
Fourth Quarter................. 6.38 4.63

1997
First Quarter.................. $ 5.77 $ 4.69
Second Quarter................. 6.73 5.25
Third Quarter.................. 6.81 5.16
Fourth Quarter................. 6.38 5.50

On December 3, 1997, the last sales price for the Common Stock as reported
by Nasdaq Stock Market was $8.13 per share. On December 3, 1997, there were
approximately 84 stockholders of record of the Common Stock.

DIVIDEND POLICY
---------------

No cash dividends have been paid by the Company on the Common Stock, and
the Company does not currently intend to pay cash dividends on the Common Stock.
The current policy of the Company's Board of Directors is to retain earnings, if
any, and to provide funds for operation and expansion of the Company's business.
Such policy will be reviewed by the Board of Directors of the Company from time
to time in light of, among other things, the Company's earnings and financial
position and limitations imposed by outstanding indebtedness. Pursuant to the
terms of its line of credit with its Credit Facility, the Company is prohibited
from paying any dividends.

CAPITALIZATION
--------------
The following table sets forth the capitalization of the Company as of July
31, 1997.

Actual As Adjusted(2)(3)(4)(5)
------ -----------
(amounts in thousands)

Short-term debt (1)........................ $ 942 $ 942
======== ========
Long-term liabilities...................... $ 26,892 $ 20,370
-------- --------
Stockholders' equity:
Preferred stock, $.01 par value;
10,000,000 shares authorized; no shares
issued or outstanding................... - -
Common stock, $.01 per value; 20,000,000
shares authorized; 4,460,417 and
7,058,971 shares outstanding,
respectively............................ 50 76
Additional paid-in capital............... 21,005 32,439
Retained earnings........................ 7,489 7,489
Treasury stock, at cost, 470,959 shares.. (2,265) (2,265)
-------- --------
Total stockholders' equity.............. 26,279 37,739
-------- --------
Total capitalization....................... $ 53,171 $ 58,109
======== ========

- --------------
(1) Includes the current portion of long-term debt and notes payable. See Notes
7, 8 and 9 of Notes to Consolidated Financial Statements for information
concerning the Company's debt financing arrangements.
(2) Assumes the reduction of long-term liabilities and increase in stockholders'
equity due to the conversion of $6,522,000 of convertible debentures. However,
there can be no assurance that any such conversion will occur.
(3) Assumes issuance of (i) 178,125 shares issuable upon exercise of Options,
(ii) 1,013,000 shares issuable upon exercise of the Warrants, and (iii)
1,402,054 shares issuable upon the conversion of Convertible Debentures; the
issuance of all these shares is being registered under the Securities Act.
However, there can be no assurance that any such options or warrants will be
exercised, or conversion will occur.
(4) Includes the exercise of 5,000 warrants to purchase Common Stock at $4.00
per share and 375 options to purchase Common Stock at $4.625 per share, which
were exercised during the quarter ended October 31, 1997.
(5) Does not include 1,908,250 shares issuable upon exercise of outstanding
warrants and 22,250 shares issuable upon exercise of outstanding options, of
which the issuance is not being registered under the Securities Act.

SELECTED FINANCIAL INFORMATION
------------------------------

The following table sets forth selected historical consolidated financial
data as of and for the five years ended July 31, 1997. The information below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's Consolidated
Financial Statements and related Notes thereto included elsewhere in this
Prospectus. All amounts shown are in thousands, except per share amounts and
certain operating data.

Year Ended July 31,
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(in thousands, except per share amounts
and certain operating data)

Income Statement Data:
Revenues:
Merchandise sales................. $32,628 $24,823 $20,709 $12,174 $ 9,445
Pawn service charges.............. 16,517 13,149 11,298 8,279 6,251
Other............................. 286 51 177 130 131
------- ------- ------- ------- -------
49,431 38,023 32,184 20,583 15,827
------- ------- ------- ------- -------
Cost of goods sold and expenses:
Cost of goods sold................ 22,502 16,714 13,648 8,258 6,012
Operating expenses................ 15,774 12,573 10,678 7,356 5,656
Interest expense.................. 2,340 2,124 2,116 819 434
Depreciation...................... 717 540 506 361 314
Amortization...................... 636 565 531 377 322
Administrative expenses........... 3,831 3,150 3,013 1,815 1,188
------- ------- ------- ------- -------
45,800 35,666 30,492 18,986 13,926
------- ------- ------- ------- -------
Income before income taxes.......... 3,631 2,357 1,692 1,597 1,901
Provision for income taxes.......... 1,337 917 592 462 784
------- ------- ------- ------- -------
Net income.......................... 2,294 1,440 1,100 1,135 1,117
Dividends on preferred stock........ - - - 120 124
------- ------- ------- ------- -------
Net income attributable to
common stockholders................ $ 2,294 $ 1,440 $ 1,100 $ 1,015 $ 993
======= ======= ======= ======= =======
Primary earnings per share.......... $ .52 $ .39 $ .30 $ .27 $ .30
Fully diluted earnings per share.... $ .47 $ .38 $ .30 $ .27 $ .30

Operating Data:
Locations in operation:
Beginning of the period........... 50 43 36 26 23
Acquisitions...................... 7 7 5 10 3
Opened............................ - 1 2 2 -
Sold.............................. - - - (1) -
Consolidated...................... - (1) - (1) -
------- ------- ------- ------- -------
End of the period................. 57 50 43 36 26
======= ======= ======= ======= =======
Pawn loans.......................... $12,877 $11,701 $ 9,158 $ 7,320 $ 5,048
Average loan balance per store...... $ 226 $ 234 $ 213 $ 203 $ 194
Redemption rate..................... 72% 70% 71% 73% 73%
Average inventory per store......... $ 176 $ 175 $ 178 $ 167 $ 162
Annualized inventory turnover....... 2.4x 2.1x 2.0x 1.6x 1.8x
Gross profit percentage on
merchandise sales.................. 31.0% 32.7% 34.1% 32.2% 36.3%

Balance Sheet Data:
Working capital..................... $23,616 $21,098 $17,027 $14,159 $ 3,966
Total assets........................ 56,677 51,945 43,755 37,814 27,025
Long-term liabilities............... 26,892 28,655 22,964 18,657 392
Total liabilities................... 30,398 31,362 24,808 19,804 7,278
Series A preferred stock............ - - - - 2,000
Stockholders' equity................ 26,279 20,583 18,947 18,010 17,747

- ------------------------
(1) Comparability is affected by the net addition of 7, 7, 7, 10 and 3 stores
for the fiscal years ended July 31, 1997, 1996, 1995, 1994 and 1993,
respectively, net of stores sold or consolidated. See Note 3 to the Notes to
Consolidated Financial Statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------

General
- -------

The Company's revenues are derived primarily from service charges on pawn
loans and the sale of unredeemed goods, or "merchandise sales". Loans are made
for a 30-day term with an automatic extension of 60 days in Texas, 30 days in
Oklahoma and 15 days in Maryland. Loans made in Washington, D.C. are made for a
120-day term with no automatic extension. All loans are collateralized by
tangible personal property placed in the custody of the Company. The annualized
service charge rates on the loans are set by state laws and range between 12%
and 240% in Texas and 36% and 240% in Oklahoma, depending on the size of the
loan. Service charge rates are 144% to 240% on an annualized basis in Maryland,
with a $6 monthly minimum charge. In Washington, D.C., loans up to $40 bear a
flat $5 charge per month, while loans over $40 bear a 60% annualized rate. In
its Texas stores, the Company recognizes service charges at the inception of the
loan at the lesser of the amount allowed by the state law for the initial 30-day
term or $15, in accordance with state law. In Oklahoma, Maryland and
Washington, D.C., the Company recognizes service charges at the inception of the
loan at the amount allowed by law for the first 30 days. Pawn service charge
income applicable to the remaining term and/or extension period is not
recognized until the loan is repaid or renewed. If a loan is not repaid prior
to the expiration of the automatic extension period, if applicable, the property
is forfeited to the Company and held for resale.

As a result of the Company's policy of accruing pawn service charges only
for the initial 30-day term, unredeemed merchandise is transferred to inventory
at a value equal to the loan principal plus one-month's accrued interest. The
Company's accounting policy defers recognition of an amount of income equal to
the amount of pawn service charges relating to the extension period until the
loan is repaid or renewed, or until the merchandise is resold. As a result of
this policy, the Company's annualized loan yield is lower than certain of its
publicly traded competitors. Conversely, this revenue recognition policy
results in inventory being recorded at a lower value, which results in
realization of a larger gross profit margin on merchandise sales than would be
realized by certain of the Company's publicly traded competitors. This policy,
in the Company's opinion, lessens the risk that the inventory's cost will exceed
its realizable value when sold. However, if the pawn loan is repaid or renewed,
or if the forfeited merchandise is resold, the amount of income which would be
recognized by the Company or certain of its publicly traded competitors would be
the same over time.

Although the Company has had significant increases in revenues due
primarily to acquisitions and secondarily to new store openings, the Company has
also incurred increases in operating expenses attributable to the additional
stores and increases in administrative expenses attributable to building a
management team and the support personnel required by the Company's growth.
Operating expenses consist of all items directly related to the operation of the
Company's stores, including salaries and related payroll costs, rent, utilities,
equipment depreciation, advertising, property taxes, licenses, supplies and
security. Administrative expenses consist of items relating to the operation of
the corporate office, including the salaries of corporate officers, area
supervisors and other management, accounting and administrative costs, liability
and casualty insurance, outside legal and accounting fees and stockholder
related expenses.

Presented below are selected consolidated data for the Company for the
three years ended July 31, 1997. The following table, as well as the discussion
following, should be read in conjunction with Selected Financial Information and
the Consolidated Financial Statements and notes thereto of the Company.

Year Ended July 31,
-------------------
1997 1996 1995
---- ---- ----

Income statement items as a
percent of total revenues:
Revenues:
Merchandise sales.......... 66.0% 65.3% 64.3%
Pawn service charges....... 33.4 34.6 35.1
Other...................... .6 .1 .6
Expenses:
Operating expenses......... 31.9 33.1 33.2
Interest expense........... 4.7 5.6 6.6
Depreciation............... 1.5 1.4 1.6
Amortization............... 1.3 1.5 1.6
Administrative expenses.... 7.8 8.3 9.4
Gross profit as a percent
of merchandise sales........ 31.0 32.7 34.1

Results of Operations
- ---------------------

Fiscal 1997 Compared to Fiscal 1996

Total revenues increased 30% to $49,431,000 for the fiscal year ended July
31, 1997 ("Fiscal 1997") as compared to $38,023,000 for the fiscal year ended
July 31, 1996 ("Fiscal 1996"). The change resulted from an increase in revenues
of $7,163,000 generated by the 15 stores which were opened or acquired during
Fiscal 1996 and Fiscal 1997 and an increase of $4,245,000, or 12%, at the 42
stores which were in operation during all of Fiscal 1996 and Fiscal 1997. Of
the $11,408,000 increase in total revenues, 68%, or $7,805,000, was attributable
to increased merchandise sales, 30%, or $3,368,000 was attributable to increased
pawn service charges, and the remaining increase of $235,000, or 2% was
attributable to the increase in other income, primarily management fee revenue.
As a percentage of total revenues, merchandise sales increased from 65.3% to
66.0% during Fiscal 1997 as compared to Fiscal 1996, while pawn service charges
declined from 34.6% to 33.4%. Other income increased from 0.1% to 0.6% during
the same period.

The aggregate loan balance increased 10% from $11,701,000 at July 31, 1996
to $12,877,000 at July 31, 1997. Of the $1,176,000 increase, $436,000 was
attributable to growth at the 50 stores in operation at July 31, 1996 and July
31, 1997, while $740,000 was attributable to the addition of 7 stores during
Fiscal 1997.

Gross profit as a percentage of merchandise sales decreased from 32.7%
during Fiscal 1996 to 31.0% during Fiscal 1997. This decrease in the Company's
gross profit margin was primarily the result of the Company's efforts to
increase its inventory turn ratio, and increased jewelry scrap sales during
Fiscal 1997, which generally yield a significantly lower margin than the
Company's regular retail sales, but improve the Company's liquidity. Such scrap
jewelry sales are generally made at prevailing precious metals market prices,
which have declined over the last two years.

Operating expenses increased 25% to $15,774,000 during Fiscal 1997 compared
to $12,573,000 during Fiscal 1996, primarily as a result of the addition of 15
stores in Fiscal 1996 and Fiscal 1997, and the addition of personnel viewed as
necessary to support the increased number of store level transactions.
Administrative expenses increased 22% to $3,831,000 during Fiscal 1997 compared
to $3,150,000 during Fiscal 1996 due primarily to the addition of personnel to
supervise store operations. Interest expense increased to $2,340,000 in Fiscal
1997 compared to $2,124,000 in Fiscal 1996 as a result of borrowings associated
with expansion of the Company's store base.

For Fiscal 1997 and 1996, the Company's effective federal income tax rates
of 37% and 39%, respectively, differed from the statutory tax rate of 34%
primarily as a result of state income taxes and amortization of non-deductible
intangible assets.

Fiscal 1996 Compared to Fiscal 1995

Total revenues increased 18% to $38,023,000 for the fiscal year ended July
31, 1996 ("Fiscal 1996") as compared to $32,184,000 for the fiscal year ended
July 31, 1995 ("Fiscal 1995"). The change resulted from an increase in revenues
of $2,433,000 generated by the 14 stores which were opened or acquired during
Fiscal 1995 and Fiscal 1996 and an increase of $4,119,000 at the 36 stores which
were in operation during all of Fiscal 1995 and Fiscal 1996. These increases
were offset by a $713,000 decrease resulting from the consolidation of a store
into an existing store subsequent to August 1, 1995. Of the $5,839,000 increase
in total revenues, 70%, or $4,114,000, was attributable to increased merchandise
sales, 32%, or $1,851,000 was attributable to increased pawn service charges,
and the remaining decrease of $126,000, or 2% was attributable to the decrease
in other income. As a percentage of total revenues, merchandise sales increased
from 64.3% to 65.3% during Fiscal 1996 as compared to Fiscal 1995, while pawn
service charges declined from 35.1% to 34.6%.

The aggregate loan balance increased 28% from $9,158,000 at July 31, 1995
to $11,701,000 at July 31, 1996. Of the $2,543,000 increase, $1,641,000 was
attributable to growth at the 42 stores in operation at July 31, 1996 and July
31, 1995, while $902,000 was attributable to the addition of 8 stores during
Fiscal 1996, net of one store consolidated.

Gross profit as a percentage of merchandise sales decreased from 34.1%
during Fiscal 1995 to 32.7% during Fiscal 1996. This decrease in the Company's
gross profit margin was primarily the result of increased jewelry scrap sales
during Fiscal 1996, which generally yield a significantly lower margin than the
Company's regular retail sales, but improve the Company's liquidity.

Operating expenses increased 18% to $12,573,000 during Fiscal 1996 compared
to $10,678,000 during Fiscal 1995, primarily as a result of the addition of 14
stores (net) in Fiscal 1995 and Fiscal 1996, and the addition of personnel
viewed as necessary to support the increased number of store level transactions.
Administrative expenses increased 5% to $3,150,000 during Fiscal 1996 compared
to $3,013,000 during Fiscal 1995 due primarily to the addition of personnel to
supervise store operations. Interest expense increased to $2,124,000 in Fiscal
1996 compared to $2,116,000 in Fiscal 1995 as a result of borrowings associated
with expansion of the Company's store base.

For Fiscal 1996 and 1995, the Company's effective federal income tax rates
of 39% and 35%, respectively, differed from the statutory tax rate of 34%
primarily as a result of state income taxes and amortization of non-deductible
intangible assets.

Liquidity and Capital Resources
- -------------------------------

The Company's operations and acquisitions during the past three years have
been financed with funds generated from operations, bank borrowings, and seller
financed indebtedness.

Effective November 1, 1997, the Company increased its long-term line of
credit with its senior commercial lender to $35,000,000 (the "Credit Facility").
At July 31, 1997, $15,575,000 was outstanding under this Credit Facility and an
additional $8,228,000 would have been available to the Company pursuant to the
available borrowing base under its November 1, 1997 loan agreement. The Credit
Facility bears interest at the prevailing LIBOR rate plus one percent, and
matures on November 1, 2000. Amounts available under the Credit Facility are
limited to 325% of the Company's earnings before income taxes, interest,
depreciation and amortization for the trailing twelve months. Under the terms
of the Credit Facility, the Company is required to maintain certain financial
ratios and comply with certain technical covenants. As of July 31, 1997, the
Company was in compliance with such covenants. The Company is required to pay
an annual commitment fee of 1/8 of 1% on the average daily unused portion of the
Credit Facility commitment. The Company is prohibited from paying dividends to
its stockholders. Substantially all of the unencumbered assets of the Company
have been pledged as collateral against indebtedness under the Credit Facility.

In September and October 1996, the Company acquired four individual stores
in its Mid-Atlantic division, in December 1996 the Company acquired one store in
the Dallas, Texas area, in February 1997 the Company acquired one store in
Corpus Christi, Texas, and in March 1997 the Company acquired one store in
Bladensburg, Maryland. These asset purchases were made for an aggregate
purchase price of $2,643,000 consisting of cash paid to the sellers of
$2,516,000 and legal, consulting and other fees of $127,000. These acquisitions
were financed with proceeds from the Company's Credit Facility provided by the
Company's primary lender. The purchase price for these acquisitions was
determined based upon the volume of annual loan and sales transactions,
outstanding loan balances, inventory on hand, and location and condition of the
facilities.

As of July 31, 1997, the Company's primary sources of liquidity were
$1,139,000 in cash and cash equivalents, $1,949,000 in service charge
receivables, $12,877,000 in loans, $10,035,000 in inventories and $1,802,000 of
available and unused funds under the Company's Credit Facility. The Company's
borrowing availability would have been $8,228,000 if the November 1, 1997 loan
agreement had been in effect as of July 31, 1997. The Company had working
capital as of July 31, 1997 of $23,616,000 and a liabilities to equity ratio of
1.2 to 1.

Net cash provided by operating activities of the Company during Fiscal 1997
was $2,819,000, consisting primarily of net income before non-cash depreciation
and amortization of $3,647,000, less cash used to fund the increase of balance
sheet items of $828,000. Net cash used for investing activities during Fiscal
1997 was $4,397,000, which was comprised of cash used for increasing pawn loans
of $566,000, and cash paid for acquisitions and other fixed asset additions of
$3,831,000 during Fiscal 1997. Net cash provided by financing activities was
$2,037,000 during Fiscal 1997, which consisted of net increases in the Company's
debt and repurchase of outstanding stock warrants of $1,861,000, supplemented by
cash provided from the exercise of stock options and warrants of $176,000.

The profitability and liquidity of the Company is affected by the amount of
loans outstanding, which is controlled in part by the Company's loan decisions.
The Company is able to influence the frequency of forfeiture of collateral by
increasing or decreasing the amount loaned in relation to the resale value of
the pledged property. Tighter credit decisions generally result in smaller
loans in relation to the estimated resale value of the pledged property and can
thereby decrease the Company's aggregate loan balance and, consequently,
decrease pawn service charges. Additionally, small loans in relation to the
pledged property's estimated resale value tends to increase loan redemptions and
improve the Company's liquidity. Conversely, providing larger loans in relation
to the estimated resale value of the pledged property can result in an increase
in the Company's pawn service charge income. Also larger average loan balances
can result in an increase in loan forfeitures, which increases the quantity of
goods on hand and, unless the Company increases inventory turnover, reduces the
Company's liquidity. In each of the Company's last three fiscal years, at least
70% of the amounts loaned were either paid in full or renewed, and it is
management's current intent to maintain this ratio. The Company's renewal
policy allows customers to renew pawn loans by repaying all accrued interest on
such pawn loans, effectively creating a new loan transaction. In addition to
these factors, the Company's liquidity is affected by merchandise sales and the
pace of store expansions.

Management believes that the Credit Facility, current assets and cash
generated from operations will be sufficient to accommodate the Company's
current operations for fiscal 1998. The Company has no significant capital
commitments as of December 3, 1997. The Company currently has no written
commitments for additional borrowings or future acquisitions; however, the
Company intends to continue to grow and will likely seek additional capital to
facilitate expansion. The Company will evaluate acquisitions, if any, based
upon opportunities, acceptable financing, purchase price, strategic fit and
qualified management personnel.

The Company currently intends to continue to engage in a plan of expansion
through existing store acquisitions and new store openings. While the Company
continually looks for, and is presented with, potential acquisition candidates,
the Company has no definitive plans or commitments for further acquisitions. The
Company has no immediate plans to open any other new stores. If the Company
encounters an attractive opportunity to acquire or open a new store in the near
future, the Company will seek additional financing, the terms of which will be
negotiated on a case-by-case basis. Between August 1, 1997 and December 3,
1997, the Company acquired seven individual stores for an aggregate purchase
price of $874,000, which was financed with proceeds from the Company's Credit
Facility. The purchase price for these acquisitions was determined based upon
the volume of annual loan and sales transactions, outstanding loan balances,
inventory on hand, and location and condition of the facilities.

Forward Looking Information
- ---------------------------

Statements, either written or oral, which express the Company's expectation
for the future with respect to financial performance or operating strategies can
be identified as "forward-looking statements." These statements are made to
provide the public with management's assessment of the Company's business. The
Company may or may not update information contained in previously released
forward-looking statements and does not assume the duty to do so.

Certain portions of this Prospectus contain forward-looking statements,
particularly "-Liquidity and Capital Resources". Factors such as changes in
regional or national economic or competitive conditions, changes in government
regulations, changes in regulations governing pawn service charges, unforeseen
litigation, changes in interest rates or tax rates, significant changes in the
prevailing market price of gold, future business decisions and other
uncertainties may cause results to differ materially from those anticipated by
some of the statements made in this Prospectus. Such factors are difficult to
predict and many are beyond the control of the Company.

Inflation
- ---------

The Company does not believe that inflation has had a material effect on
the amount of loans made or unredeemed goods sold by the Company or its results
of operation.

Seasonality
- -----------

The Company's retail business is seasonal in nature with its highest volume
of sales of unredeemed goods occurring during the second fiscal quarter of each
year and its lowest volume of sales of unredeemed goods occurring during the
first fiscal quarter of each year. The Company's lending activities are not
seasonal in nature.

New Accounting Pronouncements
- -----------------------------

In February 1997, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 128, "Earnings per Share" ("FAS 128"), which is
effective for periods ending after December 15, 1997. Effective November 1,
1997, the Company will adopt FAS 128, which establishes standards for computing
and presenting earnings per share for entities with publicly held common stock.
FAS 128 permits a pro forma disclosure of the new earnings per share
computations in periods prior to adoption.

BUSINESS
--------

General
- -------

The Company is the third largest publicly traded pawnshop operator in the
United States and currently owns and/or operates 64 stores in Texas, Oklahoma,
Washington, D.C. and Maryland. The Company engages in both consumer finance and
retail sales activities. The Company provides a convenient source for consumer
loans, lending money against pledged tangible personal property such as jewelry,
electronic equipment, tools, firearms, sporting goods and musical equipment.
The Company also functions as a retailer of previously-owned merchandise
acquired in forfeited pawn transactions and over-the-counter purchases from
customers, as well as new merchandise acquired in close-out purchases. For the
fiscal year ended July 31, 1997, the Company's revenues were derived 66% from
retail activities, 33% from lending activities, and 1% from other income,
including management fee revenue. The Company provides its customer base timely
and convenient access to short-term credit not generally available from
commercial banks, finance companies or other financial institutions.

Industry
- --------

The pawnshop industry in the United States is a growing industry, with the
highest concentration being in the Southeast and Southwest. The operation of
pawnshops is governed primarily by state laws, and accordingly, states that
maintain pawn laws most conducive to profitable operations have historically
seen the greatest development of pawnshops. The Company believes that the
majority of pawnshops are owned by individuals operating one to three locations.
Management further believes that the highly fragmented nature of the industry is
due among other factors to the lack of qualified management personnel, the
difficulty of developing adequate financial controls and reporting systems, and
the lack of financial resources.

In recent years, several operators have begun to develop multi-unit chains
through acquisitions and new store openings. As of December 3, 1997, the four
publicly traded pawnshop companies operated approximately 650 stores in the
United States. Accordingly, management believes that the industry is in the
early stages of consolidation.

Business Strategy
- -----------------

The Company's business plan is to continue a growth strategy of expansion
through selected acquisitions and new store openings and to enhance operating
efficiencies and productivity at both newly acquired and existing stores.

Acquisitions and New Store Openings

Because of the highly fragmented nature of the pawnshop industry and the
availability of "mom & pop" sole proprietor pawnshops willing to sell their
stores, the Company believes that acquisition opportunities as well as favorable
new store locations exist. Therefore, the Company intends to expand through a
combination of acquisitions and start-up stores.

The timing of any future acquisitions is based on identifying suitable
stores and purchasing them on terms that are viewed as favorable to the Company.
Before making an acquisition, management typically studies a demographic
analysis of the surrounding area, considers the number and size of competing
stores, and researches regulatory issues. Specific store acquisition criteria
include an evaluation of the volume of annual loan transactions, outstanding
loan balances, historical redemption rates, the quality and quantity of
inventory on hand, and location and condition of the facility, including lease
terms.

The Company has opened fifteen new stores, both owned and managed, since
its inception and currently intends to open additional stores in locations where
management believes appropriate demand and other favorable conditions exist.
Management seeks to locate new stores where demographics are favorable and
competition is limited. It is the Company's experience that after a suitable
location has been identified and a lease and licenses are obtained, a new store
can be ready for business within six weeks. The investment required to open a
new store includes inventory, funds available for pawn loans, store fixtures,
security systems, and computer equipment. Although the total investment varies
and is difficult to predict for each location, it has been the Company's
experience that between $200,000 and $300,000 is required to fund a new store
for the first six months of operation. Because existing stores already have an
established customer base, loan portfolio, and retail-sales business,
acquisitions generally contribute more quickly to revenues than do start-up
stores.

Store Clusters

Whether acquiring an existing store or opening a new store, the Company
seeks to establish clusters of several stores in a specific geographic area in
order to achieve certain economies of scale relative to supervision, purchasing
and marketing. In Texas, such clusters have been established in the Dallas/Fort
Worth metroplex, the Rio Grande Valley and the Corpus Christi areas. Store
clusters have also been established in the Oklahoma City, Oklahoma area,
Washington D.C. and its surrounding Maryland suburbs, and in Baltimore,
Maryland. The Company currently plans to continue its expansion in existing
markets in Texas and Maryland, and to enter new markets in other states with
favorable demographics and regulatory environments.

Enhance Productivity of Existing and Acquired Stores

The primary factors affecting the profitability of the Company's existing
store base are the level of loans outstanding, the volume of retail sales and
gross profit on retail sales, and the control of store expenses. To increase
customer traffic, which management believes is a key determinant to increasing
its stores' profitability, the Company has taken several steps to distinguish
its stores from traditional pawnshops and to make customers feel more
comfortable with the pawn-shopping experience. In addition to well-lit parking
facilities, several of the stores' exteriors display an attractive and
distinctive blue and yellow awning similar to those used by contemporary
convenience and video rental stores. The Company also has upgraded or
refurbished the interior of certain of its stores and improved merchandise
presentation by categorizing items into departments, improving the lighting and
installing better in-store signage.

Operating Controls

The Company has an organizational structure that it believes is capable of
supporting a larger, multi-state store base. Moreover, the Company has
installed an employee training program for both store and corporate-level
personnel that stresses productivity and professionalism. Each store is
monitored on a daily basis from corporate headquarters via an online, real-time
computer network, and the Company has strengthened its operating and financial
controls by increasing its internal audit staff as well as the frequency of
store audit visits. Management believes that the current operating and
financial controls and systems are adequate for the Company's existing store
base and can accommodate reasonably foreseeable growth in the near-term.

Lending Activities
- ------------------

The Company loans money against the security of pledged goods. The pledged
goods are tangible personal property generally consisting of jewelry, electronic
equipment, tools, firearms, sporting goods and musical equipment. The pledged
goods provide security to the Company for the repayment of the loan, as pawn
loans cannot be made with personal liability to the borrower. Therefore, the
Company does not investigate the creditworthiness of the borrower, relying
instead on the marketability and sale value of pledged goods as a basis for its
credit decision. The Company contracts for a pawn service charge in lieu of
interest to compensate it for the loan. The statutory service charges on loans
at its Texas stores range from 12% to 240% on an annualized basis depending on
the size of the loan, and from 36% to 240% on an annualized basis at the
Company's Oklahoma stores. Loans made in the Maryland stores bear service
charges of 144% to 240% on an annualized basis. In Washington, D.C., a flat $5
charge per month applies to all loans of up to $40, and a 60% annualized service
charge applies to loans of greater than $40. As of July 31, 1997, the Company's
average loan per pawn ticket was approximately $83. Pawn service charges during
fiscal 1997, 1996 and 1995 accounted for approximately 61%, 62% and 61%,
respectively, of the Company's total revenues (net of cost of goods sold).

At the time a pawn transaction is entered into, a pawn loan agreement,
commonly referred to as a pawn ticket, is delivered to the borrower that sets
forth, among other items, the name and address of the pawnshop, borrower's name,
borrower's identification number from his/her driver's license or other
identification, date, identification and description of the pledged goods,
including applicable serial numbers, amount financed, pawn service charge,
maturity date, total amount that must be paid to redeem the pledged goods on the
maturity date, and the annual percentage rate.

The amount the Company is willing to finance typically is based on a
percentage of the estimated sale value of the collateral. There are no minimum
or maximum loan to fair market value restrictions in connection with the
Company's lending activities. The basis for the Company's determination of the
sale value include such sources as catalogs, blue books and newspapers. The
Company also utilizes its computer network to recall recent selling prices of
similar merchandise in its own stores. These sources, together with the
employees' experience in selling similar items of merchandise in particular
stores, influence the determination of the estimated sale value of such items.
The Company does not utilize a standard or mandated percentage of estimated sale
value in determining the amount to be financed. Rather, the employee has the
authority to set the percentage for a particular item and to determine the ratio
of loan amount to estimated sale value with the expectation that, if the item is
forfeited to the pawnshop, its subsequent sale should yield a gross profit
margin consistent with the Company's historical experience. It is the Company's
policy to value merchandise on a conservative basis to avoid the risks
associated with over-valuation. The pledged property is held through the term
of the loan, which is 30 days in Texas, Oklahoma and Maryland, with an automatic
extension period of 15 to 60 days depending on state laws, unless the loan is
earlier paid or renewed. In Washington, D.C., pledged property is held through
the term of the loan which is 120 days. Historically, approximately 70% of
loans made have either been paid in full or renewed. In the event the borrower
does not pay or renew a loan within 90 days in Texas, 60 days in Oklahoma, 45
days in Maryland and 120 days in Washington, D.C., the unredeemed collateral is
forfeited to the Company and becomes inventory available for general liquidation
or sale in one of the Company's stores. The Company does not record loan losses
or charge-offs because if the loan is not paid, the principal amount loaned plus
the 30 days of accrued pawn service charges becomes the carrying cost of the
forfeited collateral ("inventory") that is recovered by sale.

The recovery of the principal and accrued pawn service charge as well as
realization of gross profit on sales of inventory is dependent on the Company's
initial assessment of the property's estimated sale value. Improper assessment
of the sale value of the collateral in the lending function can result in
reduced marketability of the property and sale of the property for an amount
less than the principal plus accrued pawn service charge. For fiscal 1997, 1996
and 1995, the Company's annualized yield on average loan balance was 134%, 137%
and 137%, respectively.

Retail Activities
- -----------------

The Company acquires merchandise inventory primarily through forfeited pawn
loans and purchases of used goods from the general public, and to a lesser
extent, purchases of new goods from vendors. New goods consist primarily of
merchandise which complements certain product lines, such as jewelry and tools.
Sales of inventory during fiscal 1997, 1996 and 1995 accounted for approximately
66.0%, 65.3% and 64.3%, respectively, of the Company's total revenues for these
periods. For fiscal 1997, 1996 and 1995, the Company realized gross profit
margins on merchandise sales of 31.0%, 32.7% and 34.1%, respectively.

By operating multiple stores, the Company is able to transfer inventory
between stores to best meet consumer demand. The Company has established the
necessary internal financial controls to implement such inter-store transfers.

Merchandise acquired by the Company through defaulted pawn loans is carried
in inventory at the amount of the related pawn loan plus service charges accrued
for the initial 30-day term. Management believes that this practice lessens the
likelihood that the Company will incur significant, unexpected inventory
devaluations.

The Company does not provide financing to purchasers of its merchandise nor
does it give the prospective buyer any warranties on the merchandise purchased.
Nevertheless, the Company may, at its discretion, refund purchases if
merchandise is returned because it was damaged or not in good working order when
purchased. The Company permits its customers to purchase inventory on a
"layaway" plan. Should the customer fail to make a required payment, the item
is returned to inventory and previous payments are forfeited to the Company.

Pawnshop Operations
- -------------------

The typical Company store is a free-standing building or part of a small
retail strip shopping center with adequate, well-lit parking. Management has
established a standard store design intended to distinguish the Company's stores
from the competition. The design consists of a well-illuminated exterior with a
distinctive blue and yellow awning and a layout similar to a contemporary
convenience store or video rental store. The Company's stores are typically
open six to seven days a week from 9:00 a.m. to between 6:00 p.m. and 9:00 p.m.

The Company's computer system permits a store manager or clerk to recall
rapidly the cost of an item in inventory, the date it was purchased as well as
the prior transaction history of a particular customer. It also facilitates the
timely valuation of goods by showing values assigned to similar goods in the
past. The Company has networked its stores to permit the Company's headquarters
to more efficiently monitor each store's operations, including sales, interest
income, loans written and redeemed, and changes in inventory.

The Company attempts to attract retail shoppers seeking bargain prices
through the use of seasonal promotions, special discounts for regular customers,
prominent display of impulse purchase items such as jewelry and tools, tent
sales and sidewalk sales, and a layaway purchasing plan. The Company attempts
to attract and retain pawn loan customers by lending a competitively large
percentage of the estimated sale value of items presented for pledge and by
providing quick loan, renewal and redemption service in an appealing atmosphere.

As of December 3, 1997, the Company owned and/or managed stores in the
following markets:

Number of
Locations(1)
-----------

Texas:
------
Corpus Christi......................... 7
Dallas/Fort Worth metropolitan area.... 22
South Texas (Brownsville/McAllen/
Harlingen/Weslaco/Pharr).............. 9
Tyler.................................. 2
---
40
---
Oklahoma:
---------
Oklahoma City.......................... 5
---
5
---
Mid Atlantic:
-------------
Baltimore, Maryland.................... 7
Washington, D.C. and surrounding
Maryland suburbs...................... 19
---
26
---
Total.................................... 71
===

(1) Includes seven stores managed by the Company and owned by a third party.

Each pawnshop employs a manager, one or two assistant managers, and between
one and eight sales personnel, depending upon the size, sales volume and
location of the store. The store manager is responsible for supervising
personnel and assuring that the store is managed in accordance with Company
guidelines and established policies and procedures. Each manager reports to an
area supervisor who typically oversees three to five store managers. Each area
supervisor reports to one of three regional vice-presidents. The Company's
fourteen area supervisors and regional vice-presidents have an average of seven
years experience in the pawn industry.

The Company believes that its profitability is dependent, among other
factors, upon its employees' ability to make loans that achieve optimum
redemption rates, to be effective sales people and to provide prompt and
courteous service. Therefore, the Company trains its employees through direct
instruction and on-the-job loan and sales experience. The new employee is
introduced to the business through an orientation and training program that
includes on-the-job training in lending practices, layaways, merchandise
valuation and general administration of store operations. Certain experienced
employees receive training and an introduction to the fundamentals of management
to acquire the skills necessary to advance into management positions within the
organization. Management training typically involves exposure to income
maximization, recruitment, inventory control and cost efficiency. The Company
maintains a performance-based compensation plan for all store employees, based,
among other factors, on sales, gross profits and special promotional contests.

Competition
- -----------

The Company encounters significant competition in connection with all
aspects of its business operations. These competitive conditions may adversely
affect the Company's revenues, profitability and ability to expand.

The Company, in connection with lending money, competes primarily with
other pawnshops. The pawnshop industry is characterized by a large number of
independent owner-operators, some of whom own and operate multiple pawnshops.
The Company believes that the primary elements of competition in the pawnshop
business are store location, the ability to lend competitive amounts on items
pawned, customer service, and management of store employees. In addition, the
Company competes with financial institutions, such as consumer finance
companies, which generally lend on an unsecured as well as on a secured basis.
Other lenders may and do lend money on terms more favorable than those offered
by the Company. Many of these competitors have greater financial resources than
the Company.

In its retail operations, the Company's competitors include numerous retail
and wholesale stores, including jewelry stores, gun stores, discount retail
stores, consumer electronics stores and other pawnshops. Competitive factors in
the Company's retail operations include the ability to provide the customer with
a variety of merchandise items at attractive prices. Many retailers have
significantly greater financial resources than the Company.

In addition, the Company faces competition in its acquisition program.
There are several other publicly held pawnshop companies, including Cash America
International, Inc. and EZCORP, Inc., that have active expansion and acquisition
programs as well. Management believes that the increased competition for
attractive acquisition candidates may increase acquisition costs.

Regulation
- ----------

The Company is subject to extensive regulation, supervision and licensing
under various federal, state and local statutes, ordinances and regulations.

Texas

Pursuant to the terms of the Texas Pawnshop Act, the Texas Consumer Credit
Commission ("TCCC") has primary responsibility for the regulation of pawnshops
and enforcement of laws relating to pawnshops in Texas.

The Texas Pawnshop Act prescribes the stratified loan amounts and the
maximum allowable pawn service charges which pawnbrokers in Texas may charge for
the lending of money within each stratified range of loan amounts. The maximum
allowable pawn service charges were established and have not been revised since
1971 when the Texas Pawnshop Act was enacted. Since 1981, the ceiling amounts
for stratification of the loan amounts to which those rates apply have been
revised and will continue to be reviewed and be subject to annual revision on
July 1 in relation to the Consumer Price Index. These rates are reviewed and
established annually. The Texas Pawnshop Act also prescribes the maximum
allowable pawn loan, which is currently $11,250. The maximum allowable pawn
service charges under the Texas Pawnshop Act for the various loan amounts for
the previous and current year are as follows:

Year Ended June 30, 1997 Year Ending June 30, 1998
------------------------ -------------------------

Maximum Maximum
Allowable Allowable
Annual Annual
Amount Financed Percentage Amount Financed Percentage
Per Pawn Loan Rate Per Pawn Loan Rate
------------- ---- ------------- ----
$ 1 to $ 132 240% $ 1 to $ 135 240%
$ 133 to $ 440 180% $ 136 to $ 450 180%
$ 441 to $ 1,320 30% $ 451 to $ 1,350 30%
$1,321 to $11,000 12% $1,351 to $11,250 12%

In addition to establishing maximum allowable service charges and loan
ceilings, the Texas Pawnshop Act also provides for the licensing of pawnshops
and pawnshop employees. To be eligible for a pawnshop license in Texas, an
applicant must (i) be of good moral character, (ii) maintain net assets, as
defined in the Texas Pawnshop Act, of at least $150,000 readily available for
use in conducting the business of each licensed pawnshop, (iii) show that the
pawnshop will be operated lawfully and fairly in accordance with the Texas
Pawnshop Act, and (iv) show that the applicant has the financial responsibility,
experience, character and general fitness to command the confidence of the
public in its operations. In the case of a business entity, the good moral
character requirements apply to each officer, director and holder of 5% or more
of the entity's outstanding shares.

As part of the license application process, any existing pawnshop licensee
who would be affected by the granting of the proposed application may request a
public hearing at which to appear and present evidence for or against the
application. For an application for a new license in a county with a population
of 250,000 or more, the TCCC must find not only that the applicant meets the
other requirements for a license, but also that (i) there is a public need for
the proposed pawnshop and (ii) the volume of business in the community in which
the pawnshop will conduct business indicates that a profitable operation is
probable.

The TCCC may, after notice and hearing, suspend or revoke any license for a
Texas pawnshop upon finding, among other things, that (i) any fees or charges
have not been paid; (ii) the licensee violates (whether knowingly or without the
exercise of due care) any provision of the Texas Pawnshop Act or any regulation
or order thereunder; or (iii) a fact or condition exists which, if it had
existed at the time the original application was filed for a license, would have
justified the TCCC in refusing such license.

Under the Texas Pawnshop Act, a pawnbroker may not accept a pledge from a
person under the age of 18 years; make any agreement requiring the personal
liability of the borrower; accept any waiver of any right or protection accorded
a pledgor under the Texas Pawnshop Act; fail to exercise reasonable care to
protect pledged goods from loss or damage; fail to return pledged goods to a
pledgor upon payment of the full amount due; make any charge for insurance in
connection with a pawn transaction; enter into any pawn transaction that has a
maturity date of more than one month; display for sale in storefront windows or
sidewalk display cases, pistols, sword canes, blackjacks, and certain other
types of knives and similar weapons; or purchase used or second hand personal
property or accept building construction materials as pledged goods unless a
record is established containing the name, address and identification of the
seller, a complete description of the property, including serial number, and a
signed statement that the seller has the right to sell the property.

Oklahoma

In Oklahoma, the maximum allowable service charge was established in 1972
when the Oklahoma Pawnshop Act was enacted. Under current Oklahoma law, a pawn
loan may not exceed $25,000. The maximum allowable pawn service charges under
the Oklahoma Pawnshop Act for the various loan amounts are currently as follows:

Maximum
Allowable
Annual
Amount Financed Percentage
Per Pawn Loan Rate
------------- ----

$ 1 to $ 150 240%
$ 151 to $ 250 180%
$ 251 to $ 500 120%
$ 501 to $ 1,000 60%
$ 1,001 to $25,000 36%

In addition to establishing maximum allowable service charge and loan
ceilings, the Oklahoma Pawnshop Act also provides for the licensing of
pawnshops. To be eligible for a pawnshop license in Oklahoma, an applicant must
(i)be of good moral character, (ii) maintain net assets, as determined by the
Oklahoma Administrator of Consumer Affairs ("OACA"), of at least $25,000,
(iii) show that the pawnshop will be operated lawfully and fairly in
accordance with the Oklahoma Pawnshop Act, and (iv) not have been convicted of
any felony which directly relates to the duties and responsibilities of the
occupation of pawnbroker.

The OACA may, after notice and hearing, suspend or revoke any license for
an Oklahoma pawnshop upon finding, among other things, that (i) any fees or
charges imposed by the OACA have not been paid; (ii) the licensee violates
(whether knowingly or without exercise of due care) any provision of the
Oklahoma Pawnshop Act or any regulation or order thereunder; or (iii) a fact or
condition exists which, if it had existed at the time of the original
application was filed for a license, would have justified the OACA in refusing
such license.

Under the Oklahoma Pawnshop Act, a pawnbroker may not accept a pledge from
a person under the age of 18 years; accept any waiver of any right or protection
accorded a customer under the Oklahoma Pawnshop Act; fail to exercise reasonable
care to protect pledged goods from loss or damage; fail to return pledged goods
to a customer upon payment of the full amount due the pawnbroker on the pawn
transaction; make any charge for insurance in connection with a pawn
transaction; enter into any pawn transaction which has a maturity date of more
than one month; or accept collateral or buy merchandise from a person unable to
supply verification of identity by photo identification by either a state-issued
identification card, driver's license, or federal government-issued
identification card or by readable fingerprint of right or left index finger on
the back of the pawn or purchase receipt to be retained for the pawnbroker's
record.

Maryland

In Maryland, there is no statutory service charge schedule. The Company
charges 12% to 20% per month on loans at its Maryland stores, with a minimum
monthly charge of $6, which is consistent with service charges levied by other
pawnshops in these areas. The State of Maryland also does not prescribe any
maximum loan amounts.

Article 56 of the Annotated Code of Maryland provides for the licensing of
pawnshops. To be eligible for a pawnshop license in Maryland, an applicant must
(i) file a signed application verified under oath, (ii) provide the Secretary of
the Maryland Department of Licensing and Regulation ("MDLR") with a detail of
the applicants business dealings for the previous 36 months, (iii) pay an
application fee of $100 plus $25 for each employee, (iv) not have had a similar
license suspended, revoked, or refused in another jurisdiction, and (v) not have
been convicted of any felony, theft offense, or crime involving moral turpitude
within 3 years of the application, or any time after the application, or employ
such person.

The MDLR may, after notice and hearing, suspend or revoke any license for a
Maryland pawnshop upon finding, among other things, that (i) any fees or charges
imposed by the MDLR have not been paid, or (ii) the licensee cannot verify that
the information supplied with the original application is current.

Under Article 56 of the Annotated Code of Maryland, a pawnbroker may not
accept a pledge from a person under the age of 18 years; prohibit any police
officer from inspecting a dealer's records during business hours; fail to
exercise reasonable care to protect pledged goods from loss or damage; fail to
return pledged goods to a customer upon payment of the full amount due the
pawnbroker on the pawn transaction; or accept collateral or buy merchandise from
a person unable to supply verification of identity by photo identification by
either a state-issued identification card, driver's license, passport, or
federal government-issued identification card and one other corroborating form
of identification.

Washington, D.C.

Pursuant to the terms of the "Act to Regulate and License Pawnbrokers in
the District of Columbia" ("Act"), the Director of the D.C. Department of
Licenses, Investigations and Inspections ("Director") has primary responsibility
for the regulation of pawnshops and enforcement of laws relating to pawnshops in
Washington, D.C..

The Act prescribes the maximum rates of interest for which a pawnbroker may
contract and which he may receive. The maximum rates are a flat $5 per month
charge on all loans of $40 or less, and a 5% per month charge on loans of
greater than $40.

In addition to establishing maximum allowable service charges and loan
ceilings, the Act also provides for the licensing of pawnshops and pawnshop
employees. To be eligible for a pawnshop license in Washington, D.C., an
applicant must submit an application to both the Director and the Washington,
D.C. Chief of Police. After an investigation has been performed by the Chief of
Police, a report of the applicant's moral character must be forwarded to the
Director who then determines whether to issue a license.

Under the Act, a pawnbroker must file an annual report to the director on
or before the fifteenth day of March of each year which must contain, among
other things, the number of redeemed and unredeemed pledges, the total amount of
cash loaned, cash balances on hand, total interest collected and any other
information requested by the Director. In addition, pawnbrokers must maintain a
pawn record ledger which details pertinent information on all loans.

Other

With respect to firearms and ammunition sales, each pawnshop must comply
with the regulations promulgated by the Department of the Treasury-Bureau of
Alcohol, Tobacco and Firearms which require each pawnshop dealing in firearms to
maintain a permanent written record of all firearms received or disposed of and
a similar record for all ammunition sales.

Under some municipal ordinances, pawnshops must provide the police
department having jurisdiction copies of all daily transactions involving pawn
loans and over-the-counter purchases. These daily transaction reports are
designed to provide the local police with a detailed description of the goods
involved including serial numbers, if any, and the name and address of the owner
obtained from a valid identification card. If these ordinances are applicable,
a copy of the transaction ticket is provided to local law enforcement agencies
for processing by the National Crime Investigative Computer to determine
rightful ownership. Goods held to secure pawn loans or goods purchased which
are determined to belong to an owner other than the borrower or seller are
subject to recovery by the rightful owners.

In connection with pawnshops operated by the Company, there is a risk that
acquired merchandise may be subject to claims of rightful owners. Historically,
the Company has not found these claims to have a material adverse effect upon
results of operations. The Company does not maintain insurance to cover the
costs of returning merchandise to its rightful owners.

There can be no assurance that additional local, state or federal
legislation will not be enacted or that existing laws and regulations will not
be amended which could have a material adverse effect on the Company's
operations and financial condition.

Employees
- ---------

The Company had approximately 544 employees as of December 2, 1997. At
that date, approximately 20 persons were employed in executive, administrative
and accounting functions. None of the Company's employees are covered by
collective bargaining agreements. The Company considers its employee relations
to be satisfactory.

Insurance
- ---------

The Company maintains fire, casualty, theft and public liability insurance
for each of its pawnshop locations in amounts management believes to be
adequate. The Company maintains workers' compensation insurance in Maryland,
Washington, D.C. and Oklahoma, as well as excess employer's indemnification
insurance in Texas. The Company is a non-subscriber under the Texas Workers'
Compensation Act and does not maintain other business risk insurance.

Future Plans
- ------------

The Company's long-term business plan includes continuing to acquire
existing pawnshops in Texas, Maryland and the Washington, D.C. metropolitan
area, and possibly other states. The acquisitions may involve a purchase of
assets for cash or a combination of cash, Company securities and/or debt. From
time to time, the Company may also open new pawnshops where desirable
opportunities are presented.

Properties
- ----------

The Company currently owns the real estate and buildings for three of its
pawnshops and leases 61 pawnshop locations. Leased facilities are generally
leased for a term of two to ten years with one or more options to renew. The
Company's existing leases expire on dates ranging between 1997 and 2010. All
current leases provide for specified periodic rental payments ranging from
approximately $1,200 to $9,000 per month. Most leases require the Company to
maintain the property and pay the cost of insurance and property taxes. The
Company believes that termination of any particular lease would not have a
material adverse effect on the Company's operations. The Company's strategy is
generally to lease, rather than purchase, space for its pawnshop locations
unless the Company finds what it believes is a superior location at an
attractive price. The Company believes that the facilities currently owned and
leased by it as pawnshop locations are suitable for such purpose. The Company
considers its equipment, furniture and fixtures to be in good condition.

The Company currently leases approximately 8,500 square feet in Arlington,
Texas for its executive offices. The lease, which expires November 2001,
currently provides for monthly rental payments of approximately $10,000.

Legal Proceedings
- -----------------

The Company is aware of no material legal proceedings pending to which it
is a party, or its property is subject. From time to time the Company is a
defendant (actual or threatened) in certain lawsuits encountered in the ordinary
course of its business, the resolution of which, in the opinion of management,
should not have a material adverse effect on the Company's financial position,
results of operations, or cash flows.

MANAGEMENT
----------

Executive Officers and Directors
- --------------------------------

Set forth below are the names, ages, positions and business experience of
the executive officers and directors of the Company as of the date of this
Prospectus:

Name Age Position
---- --- --------

Phillip E. Powell 47 Chairman of the Board and
Chief Executive Officer
Rick L. Wessel 39 Chief Financial Officer, Secretary,
Treasurer and Director
J. Alan Barron 36 Chief Operating Officer
Scott Williamson 39 Senior Vice President
Richard T. Burke(1)(2) 53 Director
Joe R. Love(1)(2) 59 Director

(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.

Phillip E. Powell has served as director since March 1990, served as
president from March 1990 until May 1992, and has served as chief executive
officer since May 1992. Mr. Powell has been engaged in the financial services
business for over 16 years.

Rick L. Wessel has served as chief financial officer, secretary and
treasurer of the Company since May 1992, and has served as a director since
November 1992. Prior to February 1992, Mr. Wessel was employed by Price
Waterhouse LLP for approximately nine years. Mr. Wessel is a certified public
accountant licensed in Texas.

J. Alan Barron joined the Company in January 1994 as its chief operating
officer. Prior to joining the Company, Mr. Barron spent two years as chief
financial officer for a nine store privately-held pawnshop chain. Prior to his
employment as chief financial officer of this privately-held pawnshop chain, Mr.
Barron spent five years in the Fort Worth office of Price Waterhouse LLP. Mr.
Barron is a certified public accountant licensed in Texas.

Scott Williamson joined the Company in January 1994 as its corporate
controller and in October 1994 was elected to senior vice president. Prior to
joining the Company, Mr. Williamson served as the director of internal audit for
the Dallas office of the Federal Deposit Insurance Corporation where he was
employed since 1989. From 1985 to 1989, Mr. Williamson served as vice president
and corporate audit department manager for Bright Banc Savings Association of
Dallas. Mr. Williamson also spent a total of five years in public accounting
firms, including two years with Ernst & Young. Mr. Williamson is a certified
public accountant licensed in Texas and Oklahoma.

Richard T. Burke has served as a director of the Company since December
1993. Mr. Burke is the founder and former chief executive officer and chairman,
from 1974 to 1988, of United HealthCare Corporation. Mr. Burke remains a
director of United HealthCare Corporation, a company engaged in the managed
health care industry. From 1977 to 1987, Mr. Burke also served as chief
executive officer of Physicians Health Plan of Minnesota (now MEDICA), the
largest client of United HealthCare Corporation. Mr. Burke also serves as a
director and vice chairman of the board of directors of Education Alternatives,
Inc., a company engaged in the business of providing school management services
and products to public schools. The securities of United HealthCare Corporation
and Education Alternative, Inc. are registered pursuant to the Exchange Act.

Joe R. Love has served as a director of the Company since December 1991.
Mr. Love has served as chairman and chief executive officer of Partridge Capital
Corporation, a venture capital firm, since October 1976. Since July 1989, Mr.
Love has served on the board of directors of Sooner Energy Corporation, a
company engaged in oil and gas exploration and production. In October 1996, Mr.
Love became a member of the board of directors of Western Country Clubs, Inc.,
an entertainment industry company whose securities are registered pursuant to
the Exchange Act.

The Board of Directors of the Company consists of four directors divided
into three classes. At each annual meeting of stockholders, one class is
elected to hold office for a term of three years. Directors serving until the
earlier of (i) resignation or (ii) expiration of their terms at the annual
meeting of stockholders in the years indicated are as follows: 1998 - Mr.
Powell; and 1999 - Messrs. Wessel, Burke and Love. There are currently no
directors serving in the class up for election at the 1997 annual meeting. All
officers serve at the discretion of the Board of Directors. No family
relationships exist between any director and executive officer.

Board Committees; Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------------------------

The Board of Directors has two standing committees. The Compensation
Committee reviews compensation paid to management and recommends to the Board of
Directors appropriate executive compensation. The Audit Committee reviews
internal controls, recommends to the Board of Directors engagement of the
Company's independent certified public accountants, reviews with such
accountants the plan for and results of their examination of the consolidated
financial statements, and determines the independence of such accountants.
Messrs. Burke and Love serve as members of each of these committees.

Directors' Fees
- ---------------

For the year ended July 31, 1997, the two outside directors each received
compensation of $7,200 as consideration for serving as directors of the Company.
In addition they were reimbursed for their reasonable expenses incurred for each
Board and committee meeting attended. See "- Stock Options and Warrants" and "
Certain Transactions" for a discussion of options and warrants issued to
directors since August 1, 1995.

Executive Compensation
- ----------------------

The following table sets forth compensation with respect to the chief
executive officer and other executive officers of the Company who received total
annual salary and bonus for the fiscal year ended July 31, 1997 in excess of
$100,000:

Summary Compensation Table
--------------------------
Long-Term
Annual Compensation Compensation - Awards
------------------- ---------------------
Securities
Name and Principal Fiscal Underlying All Other
Position Year Salary Bonus Options/Warrants(1) Compensation (2)
-------- ---- ------ ----- ------------------- ----------------

Phillip E. Powell
Chairman of the 1997 $185,000 $102,200 - -
Board and Chief 1996 175,000 20,000 575,000 -
Executive Officer 1995 150,000 - 35,000 -

Rick L. Wessel
Chief Financial 1997 $100,000 $ 57,200 - -
Officer, Secretary 1996 95,000 10,000 255,000 -
and Treasurer 1995 85,000 - 10,000 -

J. Alan Barron 1997 $100,000 $ 57,200 - -
Chief Operating 1996 95,000 10,000 250,000 -
Officer 1995 80,000 - 5,000 -

Scott Williamson 1997 $ 85,000 $ 22,200 - -
Senior Vice 1996 80,000 5,000 130,000 -
President 1995 65,000 - 5,000 -

(1)See "- Employment Agreements" and "- Stock Options and Warrants" for a
discussion of the terms of long-term compensation awards.
(2)The aggregate amount of other compensation is less than 10% of such executive
officer's annual compensation.

Employment Agreements
- ---------------------

Mr. Powell has entered into an employment agreement with the Company
through fiscal 2000 which provides for: (i) a fiscal 1997 annual base salary of
$185,000; (ii) the right to receive incentive compensation during each fiscal
year, or lesser period during which Mr. Powell is employed; (iii) a lump-sum
payment equal to the greater of one-year base salary or the remaining base
salary that would have been paid in the initial term of employment in the event
of constructive termination of employment; and (iv) a warrant to purchase
200,000 shares of Common Stock at an exercise price of $4.00 per share issued in
fiscal 1994, which in the event of a change of control or constructive
termination, Mr. Powell could cause the Company to repurchase at a price equal
to the difference between the exercise price and the exchange, sale or tender
offer price, or the closing bid price, whichever is applicable, depending upon
the triggering event. These warrants, and the underlying shares, have piggyback
registration rights. The Company has agreed to pay all expenses in connection
with such piggyback registration rights, except underwriting discounts and
commissions and Mr. Powell's legal fees. In the event Mr. Powell voluntarily
resigns or is removed for cause, the unexercised portion of the warrant
automatically becomes forfeited. This agreement contains provisions which
automatically extend the agreement for one year periods unless earlier
terminated.

Mr. Wessel has a one-year employment agreement with the Company,
substantially identical to the employment agreement described above, except that
the base salary is $100,000, Mr. Wessel is not entitled to receive incentive
compensation, and has been granted a warrant to purchase 100,000 shares of
Common Stock at an exercise price of $4.00 per share issued in fiscal 1994. The
initial term of this employment agreement expired on July 31, 1994; however the
agreement contains provisions which automatically extend the agreement for one
year periods unless earlier terminated.

Stock Options and Warrants
- --------------------------

During fiscal 1997, the Company issued no stock options or warrant grants
to the above named executive officers.

July 31, 1997 Stock Option and Warrant Values
---------------------------------------------
Number of Unexercised Value of Unexercised
Stock Options and Warrants In-The-Money
at July 31, 1997 Stock Options and Warrants
Shares (Shares) July 31 , 1997 (l)
Acquired Value -------- ------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------

Phillip E. Powell - - 810,000(2) - $ 963,750 -
Rick L. Wessel - - 365,000(3) - 358,125 -
J. Alan Barron - - 305,000(4) - 244,375 -
Scott Williamson - - 185,000(5) - 182,500 -

(1) Computed based upon the differences between aggregate fair market value and
aggregate exercise price.
(2) Includes warrants to purchase 675,000 shares at prices ranging from $4.00 to
$15.00 per share and options to purchase 135,000 shares at $4.625 per share.
(3) Includes warrants to purchase 355,000 shares at prices ranging from $4.00 to
$15.00 per share and options to purchase 10,000 shares at $4.625 per share.
(4) Includes warrants to purchase 300,000 shares at prices ranging from $4.00 to
$15.00 per share and options to purchase 5,000 shares at $4.625 per share.
(5) Includes warrants to purchase 180,000 shares at prices ranging from $4.00 to
$15.00 per share and options to purchase 5,000 shares at $4.625 per share.

Warrants held by other directors: On December 3, 1997, other directors held
warrants to purchase 1,173,000 shares at prices ranging from $4.00 to $15.00 per
share, expiring the later of January 2001.

Warrants and options held by employees and third parties: On December 3,
1997, other employees and third parties own warrants and options to purchase an
aggregate of 283,625 shares at prices ranging from $4.00 to $15.00 per share,
expiring the later of January 2001.

The Company has not established, nor does it provide for, long-term
incentive plans or defined benefit or actuarial plans. The Company does not
grant any stock appreciation rights.

Certain Transactions
- --------------------

In December 1993 and October 1994, the Company issued to Mr. Jon Burke, the
brother of a director of the Company, Richard T. Burke, warrants to purchase
50,000 shares and 5,000 shares, respectively, of the Company's Common Stock at
exercise prices of $4 and $4.625 per share, respectively, for consulting
services. The warrants vest over a five-year period. In Fiscal 1996, the
Company issued to Mr. Jon Burke a five year warrant to purchase 50,000 shares of
the Company's Common Stock at an exercise price of $4.625 per share for
consulting services. In August 1996, the Company entered into a management
agreement to operate and manage pawnshops for JB Pawn, Inc., a Texas
corporation. JB Pawn, Inc. owns and provides 100% of the financing for its
pawnshops, and incurs all direct costs to operate the pawnshops, including
payroll, store operating expenses, cost of inventory, and pawn loans. The
Company receives a monthly management fee for each store managed, and provides
computer support, accounting, auditing, oversight and management of these
stores. JB Pawn, Inc. is 100% owned and controlled by Mr. Jon Burke, the
brother of a director of the Company. In the event that JB Pawn, Inc. receives
an offer to purchase any of its pawnshops, the Company shall have a first right
of refusal to match such offer. The Company recorded management fee revenue of
$212,000 under this agreement during Fiscal 1997.

In Fiscal 1996, the Company issued to affiliates of Mr. Love a warrant to
purchase (i) 200,000 shares at a price of $15.00 per share expiring in July
2000, and (ii) 125,000 shares at a price of $4.625 per share expiring in January
2001. In addition, the Company extended warrants issued in fiscal 1994 to
purchase 223,000 shares at $4.00 per share until January 2001 and warrants
issued in fiscal 1995 to purchase 25,000 shares at $4.625 per share until
January 2001. In October 1995, the Company paid Mr. Love $75,000 in fees for
consulting services rendered in connection with certain acquisitions. In Fiscal
1996, the Company issued Mr. Richard T. Burke warrants to purchase (i) 200,000
shares at a price of $15.00 per share expiring in July 2000, and (ii) 125,000
shares at a price of $4.625 per share expiring in January 2001. In addition,
the Company extended warrants issued in fiscal 1994 to purchase 250,000 shares
at $4.00 per share until January 2001 and warrants issued in fiscal 1995 to
purchase 25,000 shares at $4.625 per share until January 2001. In fiscal 1996,
Mr. Williamson was issued a five year warrant to purchase 75,000 shares at
$15.00 per share and a five year warrant to purchase 55,000 shares at $4.625 per
share.

PRINCIPAL STOCKHOLDERS
----------------------

The following table and notes thereto set forth certain information
regarding beneficial ownership of the Common Stock as of the date of this
Prospectus, by (i) each person known by the Company to beneficially own more
than 5% of the Common Stock, (ii) each of the Company's directors, (iii) named
executive officers and (iv) all directors and officers of the Company as a
group.

Shares Beneficially
Officers, Directors Owned (2)
and 5% Stockholders (1) Number Percent
----------------------- ------ -------

Richard T. Burke (3) 1,685,000 28.56%
Wasatch Advisors, Inc. 810,500 18.15
Phillip E. Powell (4) 919,338 17.26
Joe R. Love (5) 688,000 13.65
Springer Run Investments, L.C. (6) 483,000 9.76
Rick L. Wessel (7) 423,237 8.67
J. Alan Barron (8) 352,048 7.32
Scott Williamson (9) 232,996 5.01
All officers and directors
as a group (6 persons) 4,300,619 51.93

(1) The addresses of the persons shown in the table above who are directors or
5% stockholders are as follows: Wasatch Advisors, Inc., 68 South Main, Salt Lake
City, UT 84101; all other persons and/or entities listed, 690 East Lamar
Boulevard, Suite 400, Arlington, Texas 76011.
(2) Unless otherwise noted, each person has sole voting and investment power
over the shares listed opposite his name, subject to community property laws
where applicable. Beneficial ownership includes both outstanding shares of
Common Stock and shares of Common Stock such person has the right to acquire
within 60 days of November 3, 1997, upon exercise of outstanding convertible
debentures, warrants and options.
(3) Includes a warrant to purchase 200,000 shares at a price of $15.00 per share
to expire in July 2000, a warrant to purchase 250,000 shares at a price of $4.00
per share to expire in January 2001, a warrant to purchase 150,000 shares at a
price of $4.625 per share to expire in January 2001, and 835,000 shares
underlying Convertible Debentures acquired from a third party in a negotiated
transaction.
(4) Includes a warrant to purchase 200,000 shares at a price of $15.00 per share
to expire in July 2000, a warrant to purchase 200,000 shares at a price of $4.00
per share to expire in January 2001, a warrant to purchase 275,000 shares at a
price of $4.625 per share to expire in January 2001, a stock option to purchase
35,000 shares at a price of $4.625 per share to expire in November 1999, a stock
option to purchase 100,000 shares at a price of $4.625 per share to expire in
January 2001, and 51,000 shares underlying Convertible Debentures acquired from
a third party in a negotiated transaction.
(5) Includes a warrant to purchase 200,000 shares at a price of $15.00 per share
to expire in July 2000, a warrant to purchase 223,000 shares at a price of $4.00
per share to expire in January 2001, a warrant to purchase 150,000 shares at a
price of $4.625 per share to expire in January 2001, and 115,000 shares of
Common Stock all of which are beneficially owned by affiliates of Mr. Love.
(6) Includes a warrant to purchase 200,000 shares at a price of $15.00 per share
to expire in July 2000, a warrant to purchase 133,000 shares at a price of $4.00
per share to expire in January 2001, and a warrant to purchase 150,000 shares at
a price of $4.625 per share to expire in January 2001 all of which are
beneficially owned by affiliates of Mr. Love.
(7) Includes a warrant to purchase 150,000 shares at a price of $15.00 per share
to expire in July 2000, a warrant to purchase 100,000 shares at a price of $4.00
per share to expire in January 2001, a warrant to purchase 105,000 shares at a
price of $4.625 per share to expire in January 2001, a stock option to purchase
10,000 shares at a price of $4.625 per share to expire in November 1999, and
50,500 shares underlying Convertible Debentures acquired from a third party in a
negotiated transaction.
(8) Includes a warrant to purchase 150,000 shares at a price of $15.00 per share
to expire in July 2000, a warrant to purchase 50,000 shares at a price of $4.00
per share to expire in January 2001, a warrant to purchase 100,000 shares at a
price of $4.625 per share to expire in January 2001, a stock option to purchase
5,000 shares at a price of $4.625 per share to expire in November 1999, and
41,500 shares underlying Convertible Debentures acquired from a third party in a
negotiated transaction.
(9) Includes a warrant to purchase 75,000 shares at a price of $15.00 per share
to expire in July 2000, a warrant to purchase 50,000 shares at a price of $4.00
per share to expire in January 2001, a warrant to purchase 55,000 shares at a
price of $4.625 per share to expire in January 2001, and a stock option to
purchase 5,000 shares at a price of $4.625 per share to expire in November 1999.

DESCRIPTION OF CAPITAL STOCK
----------------------------

Common Stock
- ------------

The Company is authorized to issue 20,000,000 shares of Common Stock, par
value $.0l per share, of which 4,465,792 shares were issued and outstanding as
of the date of this Prospectus, (i) 200,375 shares are issuable upon exercise of
outstanding options, of which the issuance of 178,125 shares of Common Stock
underlying the Options is being registered under the Securities Act hereby, (ii)
2,921,250 shares are issuable upon exercise of outstanding warrants, of which
the issuance of 1,013,000 shares underlying Warrants is being registered under
the Securities Act hereby, and (iii) 1,402,054 shares are issuable upon
conversion of the Convertible Debentures. See "Management - Stock Options and
Warrants," "- Certain Transactions", "Description of Capital Stock - Convertible
Debentures", and "- Other Warrants."

Holders of Common Stock are entitled, among other things, to one vote per
share on each matter submitted to a vote of stockholders and, in the event of
liquidation, to share ratably in the distribution of assets remaining after
payment of liabilities. Holders of Common Stock have no cumulative voting
rights, and, accordingly, the holders of a majority of the outstanding shares
have the ability to elect all of the directors. Holders of Common Stock have no
preemptive or other rights to subscribe for shares. Holders of Common Stock are
entitled to such dividends as may be declared by the Board of Directors out of
funds legally available therefor.

Preferred Stock
- ---------------

The Company is authorized to issue 10,000,000 shares of preferred stock,
from time to time, in series and with respect to each series to determine (i)
the number of shares constituting such series, (ii) the dividend rate on the
shares of each series, (iii) whether such dividends shall be cumulative and the
relation of such dividends payable on any other class or series of stock, (iv)
whether the shares of each series shall be redeemable and the terms thereof, (v)
whether the shares shall be convertible into Common Stock and the terms thereof,
(vi) the amount per share payable on each series or other rights of holders of
such shares on liquidation or dissolution of the Company, (vii) the voting
rights, if any, of shares of each series and (viii) generally, any other
designations, powers, preferences, rights and privileges consistent with the
certificate of incorporation for each series and any qualifications, limitations
or restrictions.

It is not possible to state the actual effect of the issuance of preferred
stock upon the rights of holders of Common Stock until the Board of Directors
determines the specific rights of the holders of a series of preferred stock.
However, such effects might include, among other things, restricting dividends
on Common Stock, diluting the voting power of Common Stock, impairing the
liquidation rights of Common Stock and delaying or preventing a change in
control of the Company without further action by the stockholders.

Convertible Debentures
- ----------------------

In April 1994, the Company completed the private placement of $7,500,000 of
10% Convertible Subordinated Debentures Due 1999. During fiscal 1997,
$1,476,000 of these debentures were converted by the holders into 318,917 shares
of Common Stock. The remaining outstanding debentures are convertible into
1,302,000 shares of Common Stock, which represents a conversion price of $4.625
per share, at the option of the debenture holders, or may be prepaid in whole by
the Company if the price of the Company's Common Stock trades at or above $8.10
for 30 consecutive days.

These debentures are subordinated to the Credit Facility and are unsecured.
A default under the terms of the Company's Credit Facility also results in
default under the provisions of these debentures. Interest on the debentures is
payable quarterly at March 31, June 30, September 30 and December 31, and
principal is due in 1999, if not previously converted into Common Stock. Debt
issue costs of $934,000 were incurred in this transaction and are included in
other assets on the accompanying consolidated balance sheet, net of accumulated
amortization of $400,000, $280,000 and $160,000 at July 31, 1997, 1996 and 1995,
respectively. As of July 31, 1997, the fair market value of these debentures is
estimated to be $7,812,000.

In conjunction with the acquisition of Famous Pawn in May 1994, the Company
issued $2,500,000 of 7% Convertible Subordinated Debentures Due 2004 to the
former sole shareholder of Famous Pawn. During fiscal 1997, $2,000,000 of these
debentures were converted into 400,000 shares of Common Stock. The remaining
outstanding debentures may be converted into 100,000 shares of Common Stock at
the option of the debenture holders, which represents a conversion price of $5
per share, or may be prepaid in whole by the Company if the price of the
Company's Common Stock trades at or above $10 per share for 10 consecutive
trading days. These debentures are subordinated to the Credit Facility and are
unsecured. A default under the terms of the Company's Credit Facility also
results in default under the provisions of these debentures. Interest on the
debentures is payable monthly, and principal is due 2004, if not previously
converted into Common Stock. As of July 31, 1997, the fair market value of the
remaining debentures is estimated to be $600,000.

Warrants
- --------

The following table sets forth the warrants outstanding as of the date
hereof:

Shares of Common Stock Exercise Expiration
Warrant Holders Underlying Warrants Price Date
- --------------- ------------------- ----- ----

Phillip E. Powell (1) 200,000 $4.00 January 2001
Rick L. Wessel (1) 100,000 $4.00 January 2001
J. Alan Barron (1) 50,000 $4.00 January 2001
Scott Williamson (1) 50,000 $4.00 January 2001
Randy York 5,000 $4.625 January 2001
Springer Run
Investments, L.C. (1)(3) 133,000 $4.00 January 2001
Springer Run
Investments, L.C. (1)(3) 25,000 $4.625 January 2001
CH Financial Corporation(1)(3) 90,000 $4.00 January 2001
Springer Run
Investments, L.C.(1)(3)(4) 25,000 $4.625 January 2001
Richard T. Burke (1) 250,000 $4.00 January 2001
Richard T. Burke (1) 25,000 $4.625 January 2001
Richard T. Burke (1)(4) 25,000 $4.625 January 2001
Jon Burke (1) 50,000 $4.00 December 1998
Jon Burke (1) 5,000 $4.625 October 1999
Jim Breitenstine 25,000 $4.00 December 1998
Paul Page 5,000 $4.625 October 1999
Richard T. Burke (4) 200,000 $15.00 July 2000
Richard T. Burke (4) 100,000 $4.625 January 2001
Phillip E. Powell (4) 275,000 $4.625 January 2001
Phillip E. Powell (4) 200,000 $15.00 July 2000
Rick L. Wessel (4) 150,000 $15.00 July 2000
Rick L. Wessel (4) 105,000 $4.625 January 2001
J. Alan Barron (4) 150,000 $15.00 July 2000
J. Alan Barron (4) 100,000 $4.625 January 2001
Scott Williamson (4) 75,000 $15.00 July 2000
Scott Williamson (4) 55,000 $4.625 January 2001
Springer Run Investments L.C.(4) 200,000 $15.00 July 2000
Springer Run Investments L.C.(4) 100,000 $4.625 January 2001
David Carr (4) 13,000 $4.625 January 2001
Raul Ramos (4) 13,000 $4.625 January 2001
Chris Lee (4) 14,750 $4.625 January 2001
Cynthia White (4) 17,500 $4.625 January 2001
Randy York (4) 25,000 $15.00 July 2000
Randy York (4) 15,000 $4.625 January 2001
Jon Burke (4) 50,000 $4.625 January 2001
---------
2,921,250
=========

- -----------------
(1) See "Management - Executive Officers and Directors" and "- Certain
Transactions" for a discussion of material relationships of any of these
security holders with the Company during the last three years.
(1) See "Principal Stockholders" and "Management - Certain Transactions" for a
discussion of material relationships of this security holder with the Company
during the last three years.
(1) Springer Run Investments, L.C. and CH Financial Corporation are affiliates
of director Joe R. Love.
(1) The issuance of the shares of Common Stock underlying this warrant are not
being registered under the Securities Act.

All of the above-referenced warrants were issued for services rendered or
in connection with various acquisitions. See "Plan of Distribution and Selling
Stockholders."

Charter and Bylaws Provisions
- -----------------------------

Stockholders' rights and related matters are governed by the Delaware
General Corporation Law, the Company's Certificate of Incorporation and its
Bylaws. Certain provisions of the Certificate of Incorporation and Bylaws of the
Company, which are summarized below, could have the effect of delaying or
preventing a change in control of the Company. The cumulative effect of these
terms could make it more difficult for any person or entity to acquire or
exercise control of the Company and to make changes in management more
difficult.

Classified Board of Directors. The Company's Certificate of Incorporation
divides the Board of Directors into three classes, with each class serving for a
term of three years. With a classified Board of Directors, it would generally
take a majority stockholder two annual meetings of stockholders to elect a
majority of the Board of Directors. As a result, a classified Board may
discourage proxy contests for the election of directors or purchases of a
substantial block of stock because its provisions could operate to prevent
obtaining control of the Board in a relatively short period of time.

Prohibition of Action By Written Consent. The Company's Certificate of
Incorporation prohibits the taking of action by written consent of stockholders.
Action by written consent may, in some circumstances, permit the taking of
stockholders' action opposed by the Board of Directors more rapidly than would
be possible if a meeting of stockholders were required. The prohibition
contained in the Certificate of Incorporation will restrict the ability of
controlling stockholders to take action at any time other than at an annual
meeting and will generally force a takeover bidder to negotiate directly with
the Board of Directors.

Special Meeting. Under the Company's Bylaws, special meetings of
stockholders may only be called by the Board of Directors or a committee thereof
designated with such power.

Stockholders' Proposals and Nominations. The Company's Bylaws require that
notice be given to the Board of Directors, in advance of any stockholders'
meeting, of any stockholders' proposals or nominations by any stockholders of
candidates for election as directors. These requirements may have the effect of
precluding stockholders' proposals and directors' nominations if the proper
procedures are not followed, and may discourage or deter a third party from
conducting a solicitation of proxies to elect its own slate of directors or
otherwise attempting to cause the stockholders to consider certain matters,
including issues relating to the control of the Company.

Limitation of Directors Liability. The Company's Certificate of
Incorporation eliminates, subject to certain exceptions, the personal liability
of directors of the Company or its stockholders for monetary damages for
breaches of fiduciary duty by such directors. The Certificate of Incorporation
does not provide for the elimination of or any limitation on the personal
liability of a director for (i) any appropriation, in violation of the
directors' duties, of any business opportunity of the Company, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful corporate distributions, or (iv) any
transaction from which such director derives an improper personal benefit. This
provision of the Certificate of Incorporation will limit the remedies available
to the stockholder who is dissatisfied with a decision of the Board of Directors
protected by this provision, and such stockholder's only remedy in that
circumstance may be to bring a suit to prevent the action of the Board. In many
situations, this remedy may not be effective, for example, when stockholders
are not aware of a transaction or an event prior to Board action in respect of
such transaction or event. In these cases, the stockholders and the Company
could be injured by a Board's decision and have no effective remedy.

Transfer Agent
- --------------

The transfer agent and registrar for the Common Stock is Registrar and
Transfer Company, Cranford, New Jersey.

Delaware Anti-Takeover Law
- --------------------------

The Company is subject to Section 203 of the Delaware General Corporation
Law ("Section 203"), which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combinations with any interested
stockholder for a period of three years following the date that such stockholder
became an interested stockholder, unless (i) before such date the board of
directors of the corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder,
(ii) upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (x) by persons who are directors and also
officers and (y) by employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or (iii) on or after such
date the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder.

Section 203 defines business combination to include (i) any merger or
consolidation involving the corporation and the interested stockholder, (ii) any
sale, lease, exchange, mortgage, transfer, pledge or other disposition involving
the interested stockholder of 10% or more of assets of the corporation, (iii)
subject to certain exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the interested
stockholder, (iv) any transaction involving the corporation that has the effect
of increasing the proportionate share of the stock of any class or series of the
corporation beneficially owned by the interested stockholder or (v) the receipt
by the interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation. In
general, Section 203 defines an interested stockholder as any entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such an entity or person.

PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS
---------------------------------------------

This Prospectus relates to the issuance by the Company of an aggregate of
1,013,000 shares under the Warrants, the issuance of 178,125 shares under the
Options, and the issuance of 1,402,054 shares upon conversion of the Convertible
Debentures. The following tables set forth certain information with respect to
the issuance by the Company of shares of Common Stock. The Company will not
receive any cash proceeds from the conversion of the Convertible Debentures
into shares of Common Stock. The Company will receive the exercise price upon
exercise of the Warrants and Options as proceeds.

Registration of Issuance of Common Stock by the Company
-------------------------------------------------------

Shares of
Common Stock
Shares Shares of Common Beneficially
Of Common Stock Beneficially Owned by
Stock, the Owned by Warrant Warrant Holder
Issuance Holder as of the Assuming Sale
Of Which Date of this Prospectus of Shares, the
Exercise Is Being ----------------------- Issuance of
Price Registered Which is
Warrant Holders ----- Hereby Being Registered
- --------------- ------ Hereby
------

Phillip E. Powell(1) $4.00 200,000 919,338 58,338
Rick L. Wessel (1) $4.00 100,000 423,237 7,737
J. Alan Barron (1) $4.00 50,000 352,048 5,548
Scott Williamson (1) $4.00 50,000 232,996 47,996
Randy York $4.625 5,000 51,000 -
Springer Run
Investments, LC(1)(2) $4.00 133,000 483,000 -
Springer Run
Investments, LC(1)(2) $4.625 25,000 483,000 -
CH Financial
Corporation (1)(2) $4.00 90,000 90,000 -
Richard T. Burke (1) $4.00 250,000 1,685,000 250,000
Richard T. Burke (1) $4.625 25,000 1,685,000 250,000
Jon Burke (1) $4.00 50,000 105,000 -
Jon Burke (1) $4.625 5,000 105,000 -
Jim Breitenstine $4.00 25,000 126,000 51,000
Paul Page $4.625 5,000 5,000 -
---------
1,013,000
=========

(1) See "Management - Executive Officers and Directors" and "- Certain
Transactions" for a discussion of material relationships of any of these
security holders with the Company during the last three years.
(2) Springer Run Investments, L.C. and CH Financial Corporation are affiliates
of director Joe R. Love.

Shares of
Common Stock
Shares Shares of Common Beneficially
Of Common Stock Beneficially Owned by
Stock, the Owned by Option Option Holder
Issuance Holder as of the Assuming Sale
Of Which Date of this Prospectus of Shares, the
Exercise Is Being ----------------------- Issuance of
Price Registered Which is
Option Holders ----- Hereby Being Registered
- --------------- ------ Hereby
------

Phillip E. Powell (1) $4.625 100,000 919,338 58,338
Phillip E. Powell (1) $4.625 35,000 919,338 58,338
Rick L. Wessel (1) $4.625 10,000 423,237 7,737
J. Alan Barron (1) $4.625 5,000 352,048 5,548
Scott Williamson (1) $4.625 5,000 232,996 47,996
Cynthia White $4.625 2,500 20,000 -
Nancy Talley $4.625 1,000 3,000 -
Randy York $4.625 5,000 51,000 -
Carolyn L. Hopkins $4.625 1,000 1,250 -
David W. Carr $4.625 2,000 15,000 -
Raul Ramos $4.625 2,000 15,000 -
Jorge L. Reyes $4.625 500 500 -
Jose A. Ramirez $4.625 1,500 2,500 -
Seth R.Trotman $4.625 2,000 15,000 -
Michael K. Blair $4.625 250 250 -
Rolando Garza $4.625 250 250 -
Michael P. Keefer $4.625 250 250 -
Judson Germany III $4.625 250 250 -
Douglas G. Spray $4.625 250 250 -
Jimmy D. Martin $4.625 63 63 -
Carey T. Dulany $4.625 125 125 -
Craig A. Stamps $4.625 250 250 -
Jorge Perez $4.625 250 250 -
Sean O. Mattan $4.625 62 62 -
Federico J. Galvan $4.625 250 250 -
Steve Lee Walker $4.625 250 1,250 -
Randy B. Coffman $4.625 250 250 -
Brenda L. Villarreal $4.625 250 250 -
Jaime O. Luera $4.625 250 250 -
Michael W. Herman $4.625 250 250 -
Joe Espinoza, Jr. $4.625 250 250 -
Jose C. Freitas $4.625 125 125 -
Miguel J. Trevino $4.625 250 250 -
Marisela Anzaldua $4.625 250 250 -
Suzanna Thomen $4.625 250 250 -
Dennis Murphy $4.625 250 250 -
Christopher J. Lee $4.625 250 15,000 -
Cynthia Williams $4.625 250 250 -
Rebecca S. Salazar $4.625 125 125 -
Albert Parada $4.625 125 125 -
-------
178,125
=======

Shares of
Common Stock
Shares Shares of Common Beneficially Owned
Of Common Stock Beneficially by Convertible
Stock, the Owned by Convertible Debenture Holder
Issuance Debenture Holder as of the Assuming Sale
Of Which Date of this Prospectus of Shares, the
Is Being ----------------------- Issuance of
Convertible Registered Which is
Debenture Holders Hereby Being Registered
- ----------------- ------ Hereby
------

Blairmore Holdings, Inc. 54,054 54,054 -
Richard T. Burke (1) 835,000 1,685,000 250,000
Jim Breitenstine 50,000 126,000 51,000
Fred Letz 17,000 17,000 -
Randy York 1,000 51,000 -
Rick L. Wessel (1) 50,500 423,237 7,737
Billy D. Davis 50,000 50,000 -
William D. Ratliff, III 25,000 25,000 -
Phillip E. Powell (1) 51,000 919,338 58,338
Marie Langdon 22,000 22,000 -
Tara Capital Partners I, LP 40,000 40,000 -
Thomas Pritchard 5,000 5,000 -
Ashmont Insurance Co. Ltd. 54,054 54,054 -
Frank L. Flautt, Jr. 51,892 51,892 -
KJ Partners 54,054 54,054 -
J. Alan Barron (2) 41,500 352,048 5,548
---------
1,402,054
=========

- --------------
(1) See "Management - Certain Transactions" and "Principal Stockholders" for a
discussion of material relationships of any of this security holders with the
Company during the last three years.
(2) Includes 8,500 shares underlying Convertible Debentures owned by Mr.
Barron's wife, Wendy Barron.

LEGAL MATTERS
-------------

Certain matters in connection with the issuance of shares of Common Stock
by the Company upon exercise of the Warrants and Options, upon the conversion of
the Convertible Debentures will be passed upon by Brewer & Pritchard, P.C.,
Houston, Texas. A shareholder of Brewer and Pritchard, P.C. owns a Convertible
Debenture presently convertible into 5,000 shares of Common Stock.

EXPERTS
-------

The financial statements as of and for the year ended July 31, 1997
included in this Prospectus and elsewhere in the registration statement have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing herein, and are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

The financial statements as of July 31, 1996 and for each of the two years
in the period ended July 31, 1996 included in this Prospectus have been so
included in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

In April 1997, at the direction of the audit committee of the board of
directors, First Cash, Inc. solicited proposals from several accounting firms to
become the Company's independent accountants, including the audit of the
Company's financial statements. On June 26, 1997, the Company notified Deloitte
& Touche LLP of the Company's intention to engage Deloitte & Touche LLP as
independent accountants for the audit of the Company's financial statements for
the fiscal year ending July 31, 1997. On May 28, 1997, Price Waterhouse LLP
resigned as the independent accountants for the audit of the Company's financial
statements and the client-auditor relationship between the Company and Price
Waterhouse LLP ceased.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

Page
----

Report of Independent Auditors......................... F-2
Report of Independent Accountants...................... F-3
Consolidated Balance Sheets............................ F-4
Consolidated Statements of Income...................... F-5
Consolidated Statements of Cash Flows.................. F-6
Consolidated Statements of Changes in
Stockholders' Equity.................................. F-7
Notes to Consolidated Financial Statements............. F-8

REPORT OF INDEPENDENT AUDITORS
------------------------------

To the Board of Directors and Stockholders
of First Cash, Inc.

We have audited the consolidated balance sheet of First Cash, Inc. and
subsidiaries as of July 31, 1997 and the related consolidated statements of
income, changes in stockholders' equity and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 1997 financial statements referred to above present fairly,
in all material respects, the consolidated financial position of First Cash,
Inc. and subsidiaries at July 31, 1997 and the results of their operations and
their cash flows for the year then ended in conformity with generally accepted
accounting principles.

Deloitte & Touche LLP
Fort Worth, Texas
September 4, 1997

REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------

To the Board of Directors and Stockholders
of First Cash, Inc.

In our opinion, the consolidated balance sheet and the related consolidated
statements of income, of cash flows, and of changes in stockholders'equity as of
and for each of the two years in the period ended July 31, 1996 present fairly,
in all material respects, the financial position, results of operations and cash
flows of First Cash, Inc. and its subsidiaries as of and for each of the two
years in the period ended July 31, 1996, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above. We have not audited the
consolidated financial statements for First Cash, Inc. and its subsidiaries for
any period subsequent to July 31, 1996.

PRICE WATERHOUSE LLP
Fort Worth, Texas
October 22, 1996

FIRST CASH, INC.
CONSOLIDATED BALANCE SHEETS
---------------------------

July 31, July 31,
1997 1996
---- ----
(in thousands, except
share data)

ASSETS
Cash and cash equivalents....................... $ 1,139 $ 680
Service charges receivable...................... 1,949 1,783
Loans........................................... 12,877 11,701
Inventories..................................... 10,035 8,772
Prepaid expenses and other current assets....... 1,122 869
-------- --------
Total current assets...................... 27,122 23,805
Property and equipment, net..................... 6,554 5,647
Intangible assets, net of accumulated
amortization of $2,570 and $1,934, respectively 22,256 21,547
Other........................................... 745 946
-------- --------
$ 56,677 $ 51,945
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt and
notes payable.................................. $ 942 $ 611
Accounts payable and accrued expenses........... 2,437 1,672
Income taxes payable............................ 127 424
-------- --------
Total current liabilities................. 3,506 2,707
Revolving credit facility....................... 15,575 14,550
Long-term debt and notes payable, net of
current portion................................ 2,735 2,477
Debentures Due 1999............................. 6,022 7,500
Debentures Due 2004............................. 500 2,500
Deferred income taxes........................... 2,060 1,628
-------- --------
30,398 31,362
-------- --------
Stockholders' equity:
Preferred stock; $.01 par value; 10,000,000
shares authorized; no shares issued
or outstanding............................... - -
Common stock; $.01 par value; 20,000,000
shares authorized; 4,931,376 and 4,168,459
shares issued, respectively; 4,460,417 and
3,697,500 shares outstanding, respectively... 50 42
Additional paid-in capital.................... 21,005 17,611
Retained earnings............................. 7,489 5,195
Common stock held in treasury, at cost;
470,959 shares............................... (2,265) (2,265)
-------- --------
26,279 20,583
Commitments (see Note 11)
-------- --------
$ 56,677 $ 51,945
======== ========

The accompanying notes are an
integral part of these consolidated financial statements.

FIRST CASH, INC.
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------

Year Ended July 31,
1997 1996 1995
---- ---- ----
(in thousands, except per share amounts)

Revenues:
Merchandise sales................... $32,628 $24,823 $20,709
Pawn service charges................ 16,517 13,149 11,298
Other............................... 286 51 177
------- ------- -------
49,431 38,023 32,184
------- ------- -------
Cost of goods sold and expenses:
Cost of goods sold.................. 22,502 16,714 13,648
Operating expenses.................. 15,774 12,573 10,678
Interest expense.................... 2,340 2,124 2,116
Depreciation........................ 717 540 506
Amortization........................ 636 565 531
Administrative expenses............. 3,831 3,150 3,013
------- ------- -------
45,800 35,666 30,492
------- ------- -------
Income before income taxes................ 3,631 2,357 1,692
Provision for income taxes................ 1,337 917 592
------- ------- -------
Net income................................ $ 2,294 $ 1,440 $ 1,100
======= ======= =======

Primary earnings per share................ $ 0.52 $ 0.39 $ 0.30
======= ======= =======

Fully diluted earnings per share.......... $ 0.47 $ 0.38 $ 0.30
======= ======= =======

The accompanying notes are an
integral part of these consolidated financial statements.

FIRST CASH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------

Year Ended July 31,
1997 1996 1995
---- ---- ----
(in thousands)

Cash flows from operating activities:
Net income.............................. $ 2,294 $ 1,440 $ 1,100
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
Depreciation and amortization........ 1,353 1,105 1,037
Changes in operating assets and
liabilities, net of effect of purchases
of existing stores:
Service charges receivable........... (62) (227) (83)
Inventories.......................... (1,152) (899) (1,260)
Prepaid expenses and other assets.... (6) (474) 707
Accounts payable and accrued expenses 257 451 151
Current and deferred income taxes.... 135 556 723
------- ------- -------
Net cash flows from operating
activities........................ 2,819 1,952 2,375
------- ------- -------
Cash flows from investing activities:
Net increase in loans................... (566) (1,606) (601)
Purchases of property and equipment..... (1,188) (1,282) (1,063)
Proceeds from sale of property and
equipment.............................. - - 375
Acquisition of existing pawnshops....... (2,643) (4,370) (2,347)
------- ------- -------
Net cash flows from investing
activities........................ (4,397) (7,258) (3,636)
------- ------- -------
Cash flows from financing activities:
Proceeds from debt...................... 16,086 17,909 10,622
Repayments of debt...................... (13,975) (12,385) (8,499)
Purchase of treasury stock.............. - - (963)
Repurchase of outstanding warrants...... (250) - -
Proceeds from exercise of options and
warrants............................... 176 196 -
------- ------- -------
Net cash flows from financing
Activities........................ 2,037 5,720 1,160
------- ------- -------
Change in cash and cash equivalents....... 459 414 (101)
Cash and cash equivalents at beginning
of the year.............................. 680 266 367
------- ------- -------
Cash and cash equivalents at end of
the year................................. $ 1,139 $ 680 $ 266
======= ======= =======

Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest............................ $ 2,405 $ 2,102 $ 1,990
======= ======= =======
Income taxes........................ $ 1,173 $ 361 $ 99
======= ======= =======

Supplemental disclosure of noncash investing and
financing activities:
Noncash transactions in connection with
various pawnshop acquisitions:
Fair market value of assets acquired. $ 2,652 $ 4,308 $ 5,099
Less issuance of common stock...... - - (800)
Less issuance of debt.............. - - (2,000)
Less assumption of liabilities
and costs of acquisition.......... (9) (23) (99)
------- ------- -------
Net cash paid........................ $ 2,643 $ 4,285 $ 2,200
======= ======= =======

Noncash conversion of subordinated
debentures into shareholders' equity.. $ 3,476 - -
======= ======= =======

The accompanying notes are an
integral part of these consolidated financial statements.

FIRST CASH, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------

Common Additional Preferred Treasury
Stock Paid-in Stock Retained Stock
-------- Capital -------- Earnings --------
Shrs Amnt ------- Shrs Amnt -------- Shrs Amnt Total
---- ---- ---- ---- ---- ---- -----
(in thousands)

Balance at July 31, 1994. 3,930 $ 40 $ 16,617 - - $ 2,655 313 $(1,302) $18,010
Common stock issued in
connection with an
acquisition............. 200 2 798 - - - - - 800
Purchase of treasury
Stock................... - - - - - - 158 (963) (963)
Net income............... - - - - - 1,100 - - 1,100
----- ----- -------- --- --- -------- --- ------- -------
Balance at July 31, 1995. 4,130 42 17,415 - - 3,755 471 (2,265) 18,947
Exercise of stock
options and warrants.... 38 - 196 - - - - - 196
Net income............... - - - - - 1,440 - - 1,440
----- ----- -------- --- --- -------- --- ------- -------
Balance at July 31, 1996. 4,168 42 17,611 - - 5,195 471 (2,265) 20,583
Exercise of stock
Warrants................ 44 1 175 - - - - - 176
Conversion of debentures. 719 7 3,469 - - - - - 3,476
Repurchase of warrants... - - (250) - - - - - (250)
Net income............... - - - - - 2,294 - - 2,294
----- ----- -------- --- --- -------- --- ------- -------
Balance at July 31, 1997. 4,931 $ 50 $ 21,005 - - $ 7,489 471 $(2,265) $26,279
===== ===== ======== === === ======== === ======= =======

The accompanying notes are an
integral part of these consolidated financial statements.

FIRST CASH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND NATURE OF THE COMPANY
- -----------------------------------------------

First Cash, Inc. (the "Company") was incorporated in Texas on July 5, 1988
and was reincorporated in Delaware in April 1991. The Company is engaged in
acquiring, establishing and operating pawnshops which lend money on the security
of pledged tangible personal property. In addition to making short-term loans,
the Company offers for resale the personal property forfeited by the individuals
on loans, as well as personal property purchased outright from customers and
vendors. As of July 31, 1997 the Company owned fifty-seven stores.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------

The following is a summary of significant accounting policies followed in
the preparation of these financial statements.

Principles of consolidation - The accompanying consolidated financial
statements of the Company include the accounts of its wholly-owned subsidiaries,
American Loan & Jewelry, Inc. ("American Loan") and Famous Pawn, Inc. ("Famous
Pawn"). All significant intercompany accounts and transactions have been
eliminated.

Cash and cash equivalents - The Company considers any highly liquid
investments with an original maturity of three months or less to be cash
equivalents.

Loans and income recognition - Pawn loans ("loans") are made on the pledge
of tangible personal property for one month with an automatic extension period
of sixty days in Texas, thirty days in Oklahoma, and fifteen days in Maryland.
Loans are made for a period of 120 days in Washington, D.C. with no automatic
extension. In accordance with Texas state law, the Company has recorded pawn
service charges at the inception of the loan at the lesser of the amount of
interest allowed by law for the initial loan period, or $15. Additional pawn
service charges are recognized during the initial loan period when the aggregate
pawn service charges earned, determined on a constant yield basis over the
initial loan period, exceed the amount of income recognized at the inception of
the loan. Pawn service charges on loans made in Oklahoma, Maryland and
Washington, D.C. are recorded at the amount of interest allowed by law for the
first 30 days. Pawn service charges applicable to the extension periods or
additional loan periods are not recognized as income until the loan is repaid or
renewed. If the loan is not repaid, the principal amount loaned plus accrued
pawn service charges becomes the carrying value of the forfeited collateral
("inventory") which is recovered through sale.

Layaway and deferred revenue - Interim payments from customers on layaway
sales are credited to deferred revenue and subsequently recorded as income
during the period in which final payment is received.

Inventories - Inventories represent merchandise purchased directly from the
public, merchandise acquired from forfeited loans and new merchandise purchased
from vendors. Inventories purchased directly from vendors and customers are
recorded at cost. Inventories from forfeited loans are recorded at the amount
of the loan principal plus one month's accrued pawn service charges on the
unredeemed goods. The cost of inventories is determined on the specific
identification method. Inventories are stated at the lower of cost or market;
accordingly, inventory valuation allowances are established when inventory
carrying values are in excess of estimated selling prices, net of direct costs
of disposal. Management has evaluated inventory and determined that a valuation
allowance is not necessary.

Property and equipment - Property and equipment are recorded at cost.
Depreciation is determined on the straight-line method based on estimated useful
lives of thirty-one years for buildings and five to ten years for equipment.
The costs of improvements on leased stores are capitalized as leasehold
improvements and are amortized on the straight-line method over the applicable
lease period, or useful life if shorter.

Maintenance and repairs are charged to expense as incurred; renewals and
betterments are charged to the appropriate property and equipment accounts.
Upon sale or retirement of depreciable assets, the cost and related accumulated
depreciation is removed from the accounts, and the resulting gain or loss is
included in the results of operations in the period retired.

Intangible assets - Intangible assets consist of the excess of purchase
price over net assets acquired and non-compete agreements. Excess purchase
price over net assets acquired is being amortized on a straight-line basis over
an estimated useful life of forty years and payments relative to non-compete
agreements are amortized over their estimated useful lives ranging from two to
ten years. The Company's amortization policy is reviewed annually by the Board
of Directors to determine if any change is appropriate. Management of the
Company periodically evaluates the carrying value of the excess purchase price
over the net tangible assets of businesses acquired to determine that no
diminution in carrying value has occurred by comparing a multiple of current
earnings before income taxes on an undiscounted basis to the net carrying value
of the related intangibles. The multiple used in this evaluation is consistent
with the Company's acquisition model and is determined based upon a discount to
the historical trading multiple of the Company's common stock. Upon any such
diminution in value, an appropriate amount would be charged to earnings.

Long lived assets - Long-lived assets (i.e., property, plant and equipment
and intangible assets) are reviewed for impairment whenever events or changes in
circumstances indicate that the net book value of the asset may not be
recoverable. An impairment loss would be recognized if the sum of the expected
future cash flows (undiscounted and before interest) from the use of the asset
is less than the net book value of the asset. Generally, the amount of the
impairment loss is measured as the difference between the net book value of the
assets and the estimated fair value of the related assets.

Fair value of financial instruments - The fair value of financial
instruments is determined by reference to various market data and other
valuation techniques, as appropriate. Unless otherwise disclosed, the fair
values of financial instruments approximate their recorded values, due primarily
to their short-term nature.

Income taxes - The Company uses the liability method of computing deferred
income taxes on all material temporary differences. Temporary differences are
the differences between the reported amounts of assets and liabilities and their
tax bases.

Advertising - The Company expenses the costs of advertising the first time
the advertising takes place. Advertising expense for the fiscal years ended
July 31, 1997, 1996 and 1995 was $219,000, $165,000 and $225,000, respectively.

Stock-Based Compensation - Compensation expense is recorded with respect to
stock option grants and retention stock awards to employees using the intrinsic
value method as prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"). Entities electing to
remain with the accounting in APB 25 must make pro forma disclosures of net
income and earnings per share as if the fair value based method of accounting
defined in Financial Accounting Standard No. 123, "Accounting for Stock-Based
Compensation" ("FAS 123") had been applied. The Company accounts for stock
based employee compensation plans under the intrinsic method pursuant to APB 25
and has made the disclosures in the footnotes as required by FAS 123.

Earnings per share - Earnings per common share is calculated using the
Modified Treasury Stock Method as required by Accounting Principles Board
Opinion No.15 ("APB 15"), which requires a dual computation. The first
computation divides net income available to common shareholders by the weighted
average shares of common stock outstanding during the period. The second
computation requires all common stock equivalents, whether dilutive or anti
dilutive, be included in an aggregate computation, however, the number of common
shares assumed to be repurchased into treasury is limited to 20% of the number
of common shares outstanding at the end of the period. The remaining excess
proceeds are then assumed to first retire outstanding debt, and second, to
purchase certain "risk-free" securities. Pursuant to APB 15, if the result of
the aggregate computation is dilutive, when compared to the first computation,
its result must be reported as earnings per share; otherwise, the result of the
first computation is reported. As a result of this computation, the proceeds
from the assumed exercise of common stock equivalents were assumed to be used to
repurchase 20% of the outstanding common shares at the average stock price
during the year and the remaining proceeds were used to retire debt and invest
in 5.25% securities. This increased adjusted net income by $1,019,000,
$1,073,000, and $470,000, respectively, and increased the share count by
2,589,000 shares, 2,726,000 shares, and 1,430,000 shares, respectively, for the
years ended July 31, 1997, 1996 and 1995. Thus, the adjusted net income and
share count used in computing primary earnings per share were $3,313,000 and
6,414,000 shares, respectively, for the year ended July 31, 1997, $2,513,000 and
6,395,000 shares, respectively, for the year ended July 31, 1996, and $1,570,000
and 5,150,000 shares, respectively, for the year ended July 31, 1995. For
purposes of calculating primary earnings per share, convertible debentures are
not included as they are not considered common stock equivalents. Fully diluted
earnings per share is calculated in a similar manner except that all convertible
debentures are also included in this computation and the higher of the closing
stock price or average stock price for the year is used. Fully diluted earnings
per share's adjusted net income increased $1,670,000, $1,757,000, and
$1,083,000, respectively, and the share count increased 4,604,000 shares,
4,848,000 shares, and 3,552,000 shares, respectively, for the years ended July
31, 1997, 1996 and 1995. Thus, the adjusted net income and share count used in
computing fully diluted earnings per share were $3,964,000 and 8,430,000 shares,
respectively, for the year ended July 31, 1997, $3,197,000 and 8,517,000 shares,
respectively, for the year ended July 31, 1996, and $2,183,000 and 7,271,000
shares, respectively, for the year ended July 31, 1995.

Pervasiveness of estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, and related revenues and expenses and disclosure of gain and loss
contingencies at the date of the financial statements. Such estimates and
assumptions are subject to a number of risks and uncertainties which may cause
actual results to differ materially from the Company's estimates.

New accounting pronouncements - In February 1997, the Financial Accounting
Standards Board issued Financial Accounting Standard No. 128, "Earnings per
Share" ("FAS 128"), which is effective for periods ending after December 15,
1997. Effective November 1, 1997, the Company will adopt FAS 128, which
establishes standards for computing and presenting earnings per share for
entities with publicly held common stock or potential common stock. FAS 128
permits a pro forma disclosure of the new earnings per share computations in
periods prior to adoption. Using the computations in FAS 128, the Company's
basic and diluted earnings per share for the year ended July 31, 1997 would be
$0.60 and $0.46, respectively, compared to basic and diluted earnings per share
of $0.39 and $0.35, respectively for the year ended July 31, 1996, and $0.30 for
both basic and fully diluted earnings per share for the year ended July 31,
1995.

NOTE 3 - BUSINESS ACQUISITIONS
- ------------------------------

In September and October 1996, the Company acquired four individual stores
in its Mid-Atlantic division, in December 1996 the Company acquired one store in
the Dallas, Texas area, in February 1997 the Company acquired one store in
Corpus Christi, Texas, and in March 1997 the Company acquired one store in
Bladensburg, Maryland. These asset purchases were made for an aggregate
purchase price of $2,643,000 consisting of cash paid to the sellers of
$2,516,000 and legal, consulting and other fees of $127,000. These acquisitions
were financed with proceeds from the Company's Credit Facility and acquisition
term notes provided by the Company's primary lender. The purchase price for
these acquisitions was determined based upon the volume of annual loan and sales
transactions, outstanding loan balances, inventory on hand, and location and
condition of the facilities. Pro forma results of operations for these
acquisitions are not presented because they are not material to historical
results.

In May 1996, the Company acquired three pawnshops in Baltimore, Maryland in
an asset purchase including fixed assets, layaways and pawn loans from an
unaffiliated corporation which is wholly-owned by a former employee of the
Company, for an aggregate purchase price of $2,446,000 consisting of $2,400,000
cash paid to the seller, and legal, consulting and other fees of $46,000. In
June 1996, the Company acquired three additional pawnshops in Baltimore,
Maryland in an asset purchase including fixed assets, layaways, pawn loans and
inventory from an unaffiliated corporation for an aggregate cash purchase price
of $1,662,000 consisting of $1,590,000 paid to the seller, and legal, consulting
and other fees of $72,000. The Company financed substantially all of the cash
purchase price for both of these acquisitions through its credit facility. The
purchase price for these acquisitions was determined based upon the volume of
annual loan and sales transactions, outstanding loan balances, inventory on
hand, and location and condition of the facilities.

In October 1994, the Company acquired five pawnshops in Maryland and the
Washington, D.C. Metropolitan area in an asset purchase including fixed assets,
layaways, deposits, pawn loans and inventory from five unaffiliated
corporations, four of which received cash and the fifth corporation, National
Trade Center, Inc. received a combination of cash, stock and a note payable.
The five pawnshops and related assets were acquired for a purchase price of
$5,099,000 consisting of $2,200,000 cash, a five year unsecured $2,000,000
promissory note with principal and interest payable monthly at the rate of 7%
per annum, the issuance of 200,000 shares of the Company's Common Stock valued
at the then market price of $4 per share, and assumed liabilities, legal,
accounting and transaction fees of $99,000. The Company financed substantially
all of the cash purchase price through its credit facility. The purchase price
of the transaction was determined based upon the volume of annual loan and sales
transactions, outstanding loan balances, inventory on hand, and location and
condition of the facilities.

All of these acquisitions have been accounted for using the purchase method
of accounting. Accordingly, the purchase price was allocated to assets and
liabilities acquired based upon their estimated fair market values at the dates
of acquisition. The excess purchase price over the fair market value of the net
tangible assets acquired and identifiable intangible assets has been recorded as
goodwill. Goodwill and other intangible assets, net of accumulated
amortization, resulting from acquisitions was $22,256,000 and $21,547,000 as of
July 31, 1997 and 1996, respectively. The results of operations of the acquired
companies are included in the consolidated financial statements from their
respective dates of acquisition. In connection with these acquisitions, the
Company entered into 2 to 10 year non-compete agreements with the former owners.

NOTE 4 - RELATED PARTY TRANSACTIONS
- -----------------------------------

In October 1994 and January 1996, the Company issued to Mr. Jon Burke, the
brother of a director of the Company, Mr. Richard T. Burke, warrants to purchase
5,000 shares and 50,000 shares, respectively, of the Company's Common Stock at
exercise prices of $4.625 per share for consulting services to be provided
through January 2001. The warrants vest over a five-year period. In August
1996, the Company entered into a management agreement to operate and manage
pawnshops for JB Pawn, Inc., a Texas corporation. JB Pawn, Inc. owns and
provides 100% of the financing for its pawnshops, and incurs all direct costs to
operate the pawnshops, including payroll, store operating expenses, cost of
inventory, and pawn loans. The Company receives a monthly management fee for
each store managed, and provides computer support, accounting, auditing,
oversight and management of these stores. JB Pawn, Inc. is 100% owned and
controlled by Mr. Jon Burke, a brother of a director of the Company. In the
event that JB Pawn, Inc. receives an offer to purchase any of its pawnshops, the
Company shall have a first right of refusal to match such offer. The Company
recorded management fee revenue of $212,000 under this agreement during fiscal
1997.

During fiscal 1996, the Company paid to Joe R. Love, a director of the
Company, a consulting fee of $75,000 for services rendered in connection with
certain acquisitions.

NOTE 5 - PROPERTY AND EQUIPMENT
- -------------------------------

Property and equipment consist of the following (in thousands):

July 31, July 31,
1997 1996
---- ----

Land............................... $ 719 $ 719
Buildings.......................... 1,002 1,002
Leasehold improvements............. 2,089 1,792
Furniture, fixtures and equipment.. 5,516 4,192
------- -------
9,326 7,705
Less: accumulated depreciation..... (2,772) (2,058)
------- -------
$ 6,554 $ 5,647
======= =======

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
- ----------------------------------------------

Accounts payable and accrued expenses consist of the following (in
thousands):

July 31, July 31,
1997 1996
---- ----

Accounts payable................... $ 216 $ 147
Accrued payroll.................... 939 650
Layaway deposits................... 572 534
Sales tax payable.................. 147 113
Other.............................. 563 228
------- -------
$ 2,437 $ 1,672
======= =======

NOTE 7 - REVOLVING CREDIT FACILITY
- ----------------------------------

The Company maintains a long-term line of credit facility ("Credit
Facility") with a bank in the amount of $20,000,000. At July 31, 1997,
$15,575,000 was outstanding under this Credit Facility and an additional
$1,802,000 was available to the Company pursuant to the available borrowing
base. Borrowings under the Credit Facility bear interest at the prevailing LIBOR
rate plus one and three-quarters percent. Amounts available under the Credit
Facility are limited to the sum of 60% of inventory and 80% of loans and service
charges receivable of the Company. The Credit Facility is scheduled to mature
on December 1, 1998. Under the terms of the Credit Facility, the Company is
required to maintain certain financial ratios and comply with certain technical
covenants. As of July 31, 1997, the Company was in compliance with such
covenants. The Company is required to pay an annual commitment fee of 1/8 of 1%
on the average daily unused portion of the Credit Facility commitment. The
Company is prohibited from paying dividends to its stockholders. Substantially
all of the unencumbered assets of the Company have been pledged as collateral
against indebtedness under the Credit Facility.

NOTE 8 - LONG-TERM DEBT AND NOTES PAYABLE
- -----------------------------------------

Long-term debt and notes payable consist of the following (in thousands):

July 31, July 31,
1997 1996
---- ----

Note payable to a bank; bearing interest at 7.4%; monthly
principal payments of $2,335 and interest payments
based upon the unpaid balance; matures December 1,
2000; secured by real estate.............................. $ 555 $ 564
Note payable to a bank; bearing interest at 7.4%; monthly
principal payments of $2,957 and interest payments
based upon the unpaid balance; matures April 1, 2001;
secured by real estate.................................... 511 538
Note payable to an unrelated corporation; bearing interest
at 7%; unsecured; fully retired during fiscal 1997........ - 1,443
Unsecured demand note payable to an individual;
bearing interest at 7%; interest payable monthly
in installments of $583................................... 100 100
Note payable to a bank; bearing interest at 9.3%; monthly
principal and interest payments of $14,504, until
maturity at July 1, 1999; secured by equipment............ 317 443
Note payable to a bank; bearing interest at 8.9%; monthly
principal and interest payments of $7,367, until maturity
at October 1, 2001; secured by equipment.................. 312 -
Note payable to a bank; bearing interest at 9.2%; monthly
principal and interest payments of $5,797, until maturity
at January 15, 2002; secured by equipment................. 255 -
Note payable to a bank; bearing interest at 9.3%; monthly
principal and interest payments of $5,452, until maturity
at July 1, 2002; secured by equipment..................... 257 -
Note payable to a bank; bearing interest at 7.4%; monthly
principal payments of $8,222 and interest payments based
upon the unpaid balance; matures July 1, 2000; secured
by specific acquired assets............................... 296 -
Note payable to a bank; bearing interest at 7.4%; monthly
principal payments of $39,834 and interest payments based
upon the unpaid balance; matures November 1, 1999;
secured by specific acquired assets....................... 1,074 -
------- -------
3,677 3,088
Less: current portion...................................... (942) (611)
------- -------
$ 2,735 $ 2,477
======= =======

Long-term debt and notes payable are scheduled to mature as follows (in
thousands):

Fiscal
------

1998....................... $ 942
1999....................... 975
2000....................... 565
2001....................... 1,078
2002....................... 117
-------
$ 3,677
=======

NOTE 9 - CONVERTIBLE SUBORDINATED DEBENTURES
- --------------------------------------------

In April 1994, the Company completed the private placement of $7,500,000 of
10% Convertible Subordinated Debentures Due 1999. During fiscal 1997,
$1,476,000 of these debentures were converted by the holders into 318,917 shares
of Common Stock. The outstanding debentures are convertible into 1,302,000
shares of Common Stock, which represents a conversion price of $4.625 per share,
at the option of the debenture holders, or may be prepaid in whole by the
Company if the price of the Company's Common Stock trades at or above $8.10 for
30 consecutive days

In conjunction with the acquisition of Famous Pawn in May 1994, the Company
issued $2,500,000 of 7% Convertible Subordinated Debentures Due 2004 to the
former sole shareholder of Famous Pawn. During fiscal 1997, $2,000,000 of these
debentures were converted into 400,000 shares of Common Stock. The outstanding
debentures may be converted into 100,000 shares of Common Stock at the option of
the debenture holder on or after June 1, 1997, which represents a conversion
price of $5 per share, or may be prepaid in whole by the Company if the price of
the Company's Common Stock trades at or above $10 per share for 10 consecutive
trading days on or after June 1, 1997. These debentures are subordinated to the
Credit Facility and are unsecured. A default under the terms of the Company's
Credit Facility also results in default under the provisions of these
debentures. Interest on the debentures is payable monthly, and principal is due
2004, if not previously converted into Common Stock. As of July 31, 1997, the
fair market value of the remaining debentures is estimated to be $600,000.

NOTE 10 - INCOME TAXES
- ----------------------

Components of the provision for income taxes consist of the following (in
thousands):

For the year ended July 31,
1997 1996 1995
---- ---- ----

Current:
Federal................... $ 784 $ 446 $ 40
State..................... 121 67 46
------- ------- -------
905 513 86
Deferred.................... 432 404 506
------- ------- -------
$ 1,337 $ 917 $ 592
======= ======= =======

The Company has no deferred tax assets. The principal current and non
current deferred tax liabilities consist of the following at July 31, 1997 and
1996 (in thousands):

July 31, July 31,
1997 1996
---- ----

Deferred tax liabilities:
Intangible asset amortization.. $ 1,222 $ 989
Depreciation................... 603 466
State income taxes............. 139 106
Service charges receivable..... 50 48
Other.......................... 150 67
-------- --------
Net deferred tax liability..... $ 2,164 $ 1,676
======== ========

Reported as:
Current liabilities - income
taxes payable................. $ 104 $ 48
Non-current liabilities -
deferred income taxes......... 2,060 1,628
-------- --------
Net deferred tax liability..... $ 2,164 $ 1,676
======== ========

The provision for income taxes differs from the amounts determined by
applying the expected federal statutory tax rate to income before income taxes.
The following is a reconciliation of such differences (in thousands):

For the year ended July 31,
1997 1996 1995
---- ---- ----

Tax at the federal statutory rate..... $1,235 $ 801 $ 575
Nondeductible amortization of
intangible assets.................... 34 34 34
State income taxes, net of federal
tax benefit.......................... 112 67 52
Other, net............................ (44) 15 (69)
------ ------ ------
$1,337 $ 917 $ 592
====== ====== ======

NOTE 11 - COMMITMENTS AND CONTINGENCIES
- ---------------------------------------

The Company leases certain of its pawnshop facilities and computer
equipment under operating leases with terms ranging from two to ten years. Most
facility leases contain renewal and/or purchase options. Remaining future
minimum rentals due under non-cancelable operating leases are as follows (in
thousands):

Fiscal
------

1998.............. $ 2,602
1999.............. 2,329
2000.............. 1,872
2001.............. 1,398
2002.............. 752
Thereafter........ 1,447
-------
$10,400
=======

Rent expense under such leases was $2,519,000, $2,070,000 and $1,964,000
for fiscal years 1997, 1996 and 1995, respectively.

NOTE 12 - EMPLOYEE STOCK OPTION PLAN AND OUTSTANDING WARRANTS
- -------------------------------------------------------------

On October 30, 1990, the Company's Board of Directors adopted the 1990
Stock Option Plan (the "Plan"). The Plan provides for the issuance of incentive
stock options and non-qualified stock options to key employees and directors of
the Company. The total number of shares of Common Stock authorized and reserved
for issuance under the Plan is 250,000 shares. The exercise price for each
stock option granted under the Plan may not be less than the fair market value
of the Common Stock on the date of the grant, unless, in the case of incentive
stock options, the optionee owns greater than 10% of the total combined voting
power of all classes of capital stock of the Company, in which case the exercise
price may not be less than 110% of the fair market value of the Common Stock on
the date of the grant. Unless otherwise determined by the Board, options
granted under the Plan have a maximum duration of five years and vest in up to
four equal installments, commencing on the first anniversary of the date of
grant. As of July 31, 1997, options to purchase 45,875 shares of Common Stock
were available for grant under the Plan. Options to purchase 143,938 shares
were fully vested at July 31, 1997.

The Company also issues warrants to purchase shares of Common Stock to
certain key members of management, to members of the Board of Directors who are
not employees or officers of the Company and to outside consultants and advisors
in connection with various acquisitions, debt offerings and consulting
engagements. In accordance with the provisions of FAS 123, the issuance of
warrants to outside consultants and advisors is accounted for using the fair
value method prescribed by FAS 123. Warrants granted to outside consultants and
advisors prior to December 15, 1995 are accounted for using methods prescribed
by APB 25.

Stock option and warrant activity from July 31, 1994 through July 31, 1997
is summarized in the accompanying chart (in thousands except exercise price).

Exercisable
-------------------
Weighted Wtd. Avg.
Average Exercise
Options Warrants Exercise Price Number Price
------- -------- -------------- ------ -----

July 31, 1994.. 119 1,595 $ 4.63 1,710 $ 4.60
Granted....... 97 65 4.63
Cancelled..... (14) (210) 4.94
----- ------
July 31, 1995.. 202 1,450 4.58 1,566 4.55
Granted....... 117 1,908 9.75
Cancelled..... (109) (124) 5.55
Exercised..... (3) (15) 4.28
----- ------
July 31, 1996.. 207 3,219 7.57 3,352 7.64
Granted....... 9 - 4.75
Cancelled..... (15) - 4.93
Repurchased... - (198) 4.52
Exercised..... - (44) 4.00
----- ------
July 31, 1997.. 201 2,977 7.82 3,120 7.88
===== ======

Total options and warrants outstanding as of July 31, 1997 are as follows
(in thousands except exercise price and life):

Total Warrants Weighted Average
Exercise Price and Options Remaining Life Currently Exercisable
-------------- ----------- -------------- ---------------------

$4.00 953 3.3 953
4.63 1,166 3.4 1,117
4.75 9 4.0 -
12.00 50 0.1 50
15.00 1,000 3.0 1,000
----- -----
3,178 3,120
===== =====

The Company applies the intrinsic value method in accounting for its stock
option and warrant issuances. Accordingly, no compensation cost has been
recognized for its stock option and warrant grants. Had compensation cost for
the Company's stock options and warrants been determined based on the fair value
at the grant dates for such option and warrant awards, the Company's net income
would have been reduced by $1,039,000 in 1996 and $2,000 in 1997. Primary and
fully diluted earnings per share would have been reduced by $0.28 in fiscal
1996, while there would be no earnings per share effect in fiscal 1997.

Weighted average grant-date fair values of options issued were $3.30 per
unit in fiscal 1997 and $0.83 per unit in fiscal 1996, which were calculated in
accordance with the Black-Scholes option pricing model, using the following
assumptions:

1997 1996
---- ----

Expected volatility......... 39% 38%
Expected dividend yield..... - -
Expected option term........ 5 years 5 years
Risk-free rate of return.... 6.31% 5.79%

NOTE 13 - FIRST CASH 401(k) PLAN
- --------------------------------

The First Cash 401(k) Plan (the "Plan") is provided by the Company for all
full-time employees who have been employed with the Company for one year. Under
the Plan, a participant may contribute up to 15% of earnings, with the Company
matching the first 3% at a rate of 50%. The employee contributions are paid to
a corporate trustee and invested in various funds. Company contributions are
invested in its common stock, and contributions made to participants' accounts
become fully vested upon completion of five years of service. The total Company
contributions to the Plan were $69,000 and $34,000 for fiscal 1997 and 1996,
respectively.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered. The
expenses shall be paid by the Company.

Filing Fee for Registration Statement........ $ 10,000.00
NASD Filing Fee.............................. -
Printing, Engraving and Mailing Fees......... 500.00
Legal Fees and Expenses...................... 5,000.00
Accounting Fees and Expenses................. 3,000.00
Blue Sky Fees and Expenses................... -
Transfer Agent Fees.......................... -
Miscellaneous................................ -
------------
Total........................................ $ 18,500.00
============

Item 14. Indemnification of Directors and Officers

Article X of the Certificate of Incorporation of the Company provides for
indemnification of officers, directors, agents and employees of the Company as
follows:
(a) Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators: provided, however,
that, except as provided in paragraph (b) hereof, the Corporation shall
indemnify and such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article shall be a contract right
and shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition: provided,
however, that, if the law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

(b) If a claim under paragraph (a) of this Article is not paid in full by the
Corporation within thirty days after a written claim has been received by the
Corporation, the claimant may, at any time thereafter, bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required standards of
conduct which make it permissible under law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the law, nor an actual determination
by the Corporation (including its Boards of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

(c) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

(d) The Corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
law.

The foregoing discussion of the Company's Certificate of Incorporation, and
of the Delaware General Corporation Law is not intended to be exhaustive and is
qualified in its entirety by such Certificate of Incorporation and Statutes,
respectively.

Item 15. Recent Sales of Unregistered Securities

All share numbers have been adjusted for reverse splits and reflect shares
of Common Stock issued upon conversion of preferred stock.

During fiscal 1996, the Company issued five year warrants to purchase a
total of 1,908,250 shares at exercise prices varying from $4.625 to $15.00 per
share for services rendered.

During fiscal 1996, the Company issued five year options to purchase a
total of 117,000 shares at an exercise price of $4.625 per share.

During fiscal 1996, the Company issued 38,375 shares of Common Stock
relating to the exercise of various options and warrants.

In August 1996, the company issued a five year option to purchase 9,000
shares at an exercise price of $4.75 per share.

During fiscal 1997, the Company issued 718,917 shares of Common Stock
relating to the conversion of certain Convertible Debentures.

During fiscal 1997, the Company issued 44,000 shares of Common Stock
relating to the exercise of various options and warrants.

During the period from August 1, 1997 to December 3, 1997, the Company
issued 5,375 shares of Common Stock relating to the exercise of various options
and warrants.

In each instance described herein, the issuance of shares was exempt from
registration under the Securities Act of 1933 under Section 4(2) thereof as a
transaction by an issuer not involving any public offering. In each instance,
the purchaser had a pre-existing relationship with the Registrant or its
founder, the offers and sales were made without any public solicitation, the
certificates bear restrictive legends and appropriate stop transfer instructions
have been or will be given to the transfer agent. No underwriter was involved
in the transactions and no commissions were paid.

Item 16. Exhibits and Financial Statement Schedules

(a) The following exhibits are filed as part of this Registration
Statement:

Exhibit No. Identification of Exhibit
----------- -------------------------
3.1(6) Amended Certificate of Incorporation
3.2(5) Amended Bylaws
4.2a(3) Common Stock Specimen
5.0(12) Opinion Regarding Legality
10.3(2) Registrant's Stock Option Plan and Form of Option
10.3(a)(2) Amended Stock Option Agreement -- Rick Powell
10.5(2) Lease of Registrant's Pawnshop located at South Hampton
10.6(2) Lease of Registrant's Pawnshop located at River Oaks
10.7(3) Lease of Registrant's Pawnshop located at S. Cooper
10.8(3) Employment Agreement -- Rick Powell
10.15(3) Employment Agreement -- Rick L. Wessel
10.16(3) Warrant Agreement -- Rick Powell
10.18(3) Warrant Agreement -- Rick Wessel
10.20(3) Lease of Registrant's Pawnshop located at Thornton in Dallas,
Texas
10.21(3) Lease of Registrant's Pawnshop located at MacArthur in
Oklahoma City
10.22(3) Lease of Registrant's Pawnshop located at Portland in Oklahoma
City
10.23(3) Lease of Registrant's Pawnshop located at Tyler, Texas
10.24(3) Lease of Registrant's Pawnshop located at James Avenue in Ft.
Worth, Texas
10.25(3) Lease of Registrant's Pawnshop located at Brown Trail in
Bedford, Texas
10.26(3) Lease of Registrant's Pawnshops located at Hurst and Euless,
Texas
10.28(3) Lease of Registrant's Pawnshop located at S. 23rd Street in
McAllen, Texas
10.29(3) Lease of Registrant's Pawnshop located at E. 14th Street in
Brownsville, Texas
10.30(3) Lease of Registrant's Pawnshop located at W. Tyler in
Harlingen, Texas
10.31(3) Lease of Registrant's Pawnshop located at Morgan in Corpus
Christi, Texas
10.32(3) Lease of Registrant's Pawnshop located at N. 10th in McAllen,
Texas
10.34(3) Acquisition Agreement -- Dallas Pawn and Gun
10.35(3) Acquisition Agreement -- Pete's Pawn and Music
10.36(3) Acquisition Agreement -- Sid's E-Z Money Pawn Shop
10.37(3) Acquisition Agreement -- Granny's Pawn and Mercantile
10.38(3) Acquisition Agreement -- The Happy Hocker
10.39(3) Acquisition Agreement -- D&B Pawn Shop and Hurst Pawn Shop
10.40(3) Acquisition Agreement -- Try Us Pawn Shop
10.41(3) Acquisition Agreement -- American Loan & Jewelry, Inc.
10.42(3) Supplement to Acquisition Agreement -- American Loan &
Jewelry, Inc.
10.43(4) Lease of Registrant's Pawnshop located at Garland, Texas
10.44(5) Amendment No. 1 to Acquisition Agreement - American Loan &
Jewelry, Inc.
10.45(6) Acquisition Agreement - First Cash Auto Pawn
10.46(6) Lease of Registrant's Pawnshop located at 5519 S.E. 15th
Street in Del City, Oklahoma
10.47(1) Acquisition Agreement - Chapel Jewelry & Loan
10.48(1) Acquisition Agreement - Outta Pawn Outlet
10.49(8) Asset Purchase Agreement Between Mr. Payne and the Company
10.50(8) Agreement with Partridge Capital Corporation
10.52(8) Fairness Opinion dated November 19, 1993 in connection with
the Asset Sale
10.53(8) NationsBank consent to Asset Sale
10.54(7) Repurchase of First Cash, Inc. Stock from American Pawn &
Jewelry, Inc.
10.55(7) Acquisition of Famous Pawn, Inc.
10.56(9) Audited Financial Statements of Famous Pawn, Inc. for the ten
and one-half months ended May 15, 1994.
10.57(10) Acquisition Agreement of Five Pawnshops from Jeff Gerhoff.
10.58(10) Loan Agreement between First Cash, Inc. and Bank One, Texas,
National Association, dated July 28, 1994.
11.0(11) Computation of Earnings Per Share for the Year Ended July 31,
1995.
21.0(10) Subsidiaries
23.1(12) Consent of Counsel (contained in Exhibit 5.0)
23.2(12) Consent of Deloitte & Touche LLP, independent auditors
23.3(12) Consent of Price Waterhouse LLP, independent accountants
24.0(12) Power of Attorney to sign Registration Statement and
amendments (contained in the Registration Statement)
27.0 Financial Date Schedules (Edgar version only)

(1) Filed as an exhibit to the Company's Registration Statement on Form S-1 (No.
33-61544) and incorporated herein by reference.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-18
(No. 33-37760-FW) and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Registration Statement on Form S-1 (No.
33-48436) and incorporated herein by reference.
(4) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
ended July 31, 1992 (File No. 0 - 19133) and incorporated herein by reference.
(5) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter
ended October 31, 1992 (File No. 0 - 19133) and incorporated herein by
reference.
(6) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter
ended January 31, 1993 (File No. 0 - 19133) and incorporated herein by
reference.
(7) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter
ended April 30, 1994 (File No. 0 - 19133) and incorporated herein by reference.
(8) Filed as an exhibit to the Company's Registration Statement on Form S-1 (No.
33-70592) and incorporated herein by reference.
(9) Filed as an exhibit to Form 8-K dated July 29, 1994.
(10) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
ended July 31, 1994 (File No. 0 - 19133) and incorporated herein by reference.
(11) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
ended July 31, 1995 (File No. 0 - 19133) and incorporated herein by reference.
(12) Filed herein.

(b)All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

Item 17. Undertakings

Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to the directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's Certificate of
Incorporation, Bylaws, the Delaware General Corporation Law, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel controlling precedent has settled the matter, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of the issue.

1. For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act of
1933, each post effective amendment that contains a form of prospectus shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

The Registrant further undertakes:

A. That, for purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.

B. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement.

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement; and

(iv) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

C. That, for purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Arlington,
State of Texas on the 5th day of December, 1997.

First Cash, Inc.

By:\\s\\Rick L. Wessel
-----------------------------------
Rick L. Wessel, Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:

Signature Capacity Date
- --------- -------- ----

Phillip E. Powell
- ----------------------- Chairman of the Board and December 5, 1997
Phillip E. Powell* Chief Executive Officer

Rick L. Wessel
- ----------------------- Chief Financial Officer, December 5, 1997
Rick L. Wessel Secretary, Treasurer
and Director

Richard T. Burke
- ----------------------- Director December 5, 1997
Richard T. Burke*

Joe R. Love
- ----------------------- Director December 5, 1997
Joe R. Love*

*By://s//Rick L. Wessel
Phillip E. Powell or Rick L. Wessel
Attorney-In-Fact


                                                              Exhibit 5.0


December 1, 1997


Mr. Phillip E. Powell
First Cash, Inc.
690 East Lamar Blvd., Suite 400
Arlington, Texas 76011

Dear Mr. Powell:

     As counsel for First Cash, Inc., a Delaware corporation ("Company"), you 
have requested our firm to render this opinion in connection with Post-Effective
Amendment No. 3 to the Registration Statement of the Company on Form S-1 filed 
under the Securities Act of 1933, as amended ("Act"), filed with the Securities 
and Exchange Commission relating to the registration of the issuance of an 
aggregate of (i) 1,013,000 shares of common stock, $.01 par value ("Common 
Stock") underlying currently exercisable warrants ("Warrants"), (ii) 178,125 
shares of Common Stock underlying currently exercisable options granted under 
the Company's stock option plan ("Option"), and (iii) 1,402,054 shares of Common
Stock upon conversion of the Debentures Due 1999 and Debentures Due 2004 
(collectively, "Convertible Debentures").

     We are familiar with the registration statement and the registration 
contemplated thereby.  In giving this opinion, we have reviewed the registration
statement and such other documents and certificates of public officials and of 
officers of the Company with respect to the accuracy of the factual matters 
contained therein as we have felt necessary or appropriate in order to render 
the opinions expressed herein.  In making our examination, we have assumed the 
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which 
any such copies were made, which assumptions we have not independently verified.

     Based upon all the foregoing, we are of the opinion that:

      1.  The Company is a corporation duly organized, validly existing and in 
          good standing under the laws of the State of Delaware.

      2.  The Company is duly qualified to transact the business in which it is 
          engaged and is in good standing as a foreign corporation in the 
          jurisdictions in which the Company conducts its business, except 
          where the failure of which would not have a material adverse effect   
          upon the financial condition of the Company.

      3.  The shares of Common Stock underlying the Warrants to be issued upon 
          exercise of such Warrants are validly authorized and, upon exercise of
          the Warrants in accordance with their terms, will be validly
          issued, fully paid and nonassessable.
     
      4.  The shares of common Stock underlying the Options to be issued upon 
          exercise of such Options are validly authorized and, upon exercise of 
          the Options in accordance with their terms, will be validly
          issued, fully paid and nonassessable.

      5.  The shares of Common stock underlying the Convertible Debentures to be
          issued upon conversion of such Convertible Debentures are validly 
          authorized and, upon conversion of the Convertible
          Debentures in accordance with their terms, will be validly issued, 
          fully paid and nonassessable.

     We consent to the use in the registration statement of the reference to 
Brewer & Pritchard, P.C. under the heading "Legal Matters."

Letter to Mr. Phillip E. Powell
December 1, 1997
Page 2     


     This opinion is conditioned upon the registration statement being declared 
effective and upon compliance by the Company with all applicable provisions of 
the Act and such state securities rules, regulations and laws as may be 
applicable.


                                            Very truly yours,

                                            Brewer & Pritchard, P.C.






                                                             Exhibit 23.2



                       INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 3 to Registration 
Statement No. 33-86052 of First Cash, Inc. of our report dated September 4, 1997
appearing in the Prospectus, which is a part of such Registration Statement, and
to the reference to us under the heading "Experts" in such Prospectus.







DELOITTE & TOUCHE LLP
Fort Worth, Texas
December 5, 1997



                                                               Exhibit 23.3



                     CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this Post-
Effective Amendment No. 3 to the Registration Statement on Form S-1 of First
Cash, Inc. of our report dated October 22, 1996 relating to the consolidated
financial statements of First Cash, Inc. and its subsidiaries as of July 31,
1996 and for each of the two years in the period ended July 31, 1996, which
appears in such Prospectus.  We also consent to the reference to us under
the heading "Experts" in such Prospectus.







PRICE WATERHOUSE LLP
Fort Worth, Texas
December 4, 1997